Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. At the Closing: (A) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. 8.1. At the Closing: (A) Seller , Seller, at its sole cost and expense, shall deliver to Purchaser the following items and documents (which documents shall be in form and substance reasonably satisfactory to Purchaser:’s attorneys): (1a) certificates representing the Shares, duly endorsed a Special Warranty Deed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A F (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"“Deed”), duly executed by Seller and each Optioneeacknowledged on behalf of Seller; (3b) a certificate ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the “▇▇▇▇ of Sale”) conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Secretary Personal Property, executed by Seller; (c) an Assignment and Assumption of Seller certifyingLeases, in the form attached hereto as complete Exhibit H (the “Assignment and accurate as Assumption of Leases”), executed by Seller; (d) a signed notice to each Tenant advising it of the Closingwithin sale and directing it to pay rent to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached copies hereto as Exhibit I (the “Tenant Notification Letters”), executed by Seller; (e) subject to the terms of Section 2.4, evidence of the articles termination of incorporation each Contract which Purchaser notifies Seller it does not desire to assume (any such Contract being referred to as a “Terminated Contract” and code all other Contracts being referred to as the “Assigned Contracts”); (f) to the extent within Seller’s possession or control, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the “Licenses and Permits”), (ii) required permanent certificates of regulations occupancy for the Improvements relating to such Property (“Certificates of Occupancy”), to the extent existing, and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the “Property Documents”); (g) to the extent within Seller’s possession or control, all assignable guaranties and warranties which Seller has received in connection with any work or services performed, or to be performed with respect to, or equipment installed in the Property, and Seller shall cooperate with Purchaser at Purchaser’s expense in enforcing any such guaranties and warranties not assignable, which obligation shall survive the Closing (the “Guaranties and Warranties”); (h) an Assignment and Assumption of the Assigned Contracts, Licenses and Permits, Certificates of Occupancy, Property Documents and Guaranties and Warranties in the form attached hereto as Exhibit J (the “Assignment and Assumption of Contracts”), executed by Seller; (i) an Assignment and Assumption of Intangible Property, in the form attached hereto as Exhibit U (the “Assignment and Assumption of Intangible Property”), executed by Seller; (j) a signed notice to each contract party (other than Seller), or service or materials provider or supplier under the Assigned Contracts advising it of the within sale and directing it to address all correspondence and bills to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit K (the “Assigned Contract Notification Letters”), executed by Seller; (k) an executed Affidavit of Non-Foreign Status, in the form attached hereto as Exhibit L, executed by Seller, certifying and attaching all requisite resolutions or actions that Seller is not a “foreign person” pursuant to Section 1445 of the board Internal Revenue Code of directors 1986, as amended, and the regulations promulgated thereunder; (l) an executed IRS Form 1099; (m) copies of such organizational documents and consents of Seller and its managing member, including, without limitation, good standing certificates, as Purchaser or the Title Company shall reasonably require; (n) to the extent within Seller’s possession or control, all keys to entrance doors to, and equipment and utility rooms located in, the Property, which keys shall be properly tagged for identification; (o) any and all documents, affidavits and/or instruments required to be filed by Seller in connection with the imposition and/or payment of any and all applicable federal, state, county, municipal or other transfer taxes with respect to the transactions set forth herein (collectively, “Transfer Tax Documentation”), in proper form for submission, prepared, executed and acknowledged by Seller; (p) such reasonable and customary affidavits, indemnities and other deliveries as are required by the Title Insurance Company to deliver so-called “extended coverage”, executed by Seller (or such other persons as may be required by the Title Company), it being agreed that the affidavit attached as Exhibit O is deemed reasonable and customary; (q) to the extent within Seller’s possession or control, all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property; (r) to the extent within Seller’s possession or control, any and all plans and specifications pertaining to the Property; (s) all deliveries required to be made pursuant to the provisions of Section 6.6 of this Agreement; (t) a certification updating the representations and warranties given by Seller pursuant to Section 9.1 hereof, executed by Seller; (u) to the extent within Seller’s possession or control, the lessor’s original executed counterparts of all Leases and Assigned Contracts, together with all lease files maintained in connection therewith and all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property, including, without limitation, originals of all amendments and modifications of the sole shareholder Leases and original counterparts of all guarantees thereunder, and copies of all correspondence and other contents of Seller’s Lease files for all Tenants; (v) evidence of termination of any and all leases, or other occupancy, operational, or other arrangements in effect between Seller and any affiliate of or party related to Seller; (w) the Company approving the execution and delivery of this Agreement and the consummation of Seller Estoppel Certificate (as hereinafter defined); (x) such other documents as may be reasonably required to effectuate the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of transactions contemplated by the officers of Seller executing this Existing Loan Purchase Agreement and any other document contemplated hereby (it being agreed that documents required to be executed and delivered by Seller, Existing Loan Borrower, CBF or their respective affiliates in accordance with the terms of the Existing Loan Purchase Agreement (as it exists on the Effective Date) shall be deemed reasonably required), and/or to effectuate the closing of the transaction contemplated hereunder (including, without limitation, the documentation described in Section 13.1); and (4y) a certificate if requested by Purchaser, an assignment of Seller’s right to pursue to conclusion the condominium conversion process triggered by filing of the Secretary Public Offering Statement, in the form attached hereto as Exhibit N (the “Assignment of the Company certifying, as complete and accurate as of Rights Under Public Offering Statement”). 8.2. At the Closing, attached copies of the articles of incorporation Purchaser, at its sole cost and code of regulations of the Companyexpense, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller the following, each document hereafter mentioned to be in form and substance reasonably satisfactory to Seller’s attorneys: (1a) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer balance of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountPurchase Price; (2b) the Assignment Agreementand Assumption of Leases, duly executed by Purchaser; (c) the Assignment and Assumption of Contracts, executed by Purchaser; (d) the Assignment and Assumption of Intangible Property, executed by Purchaser; (e) a certification updating the representations and warranties given by Purchaser pursuant to Section 9.2 of this Agreement, executed by Purchaser; (f) the Tenant Notification Letters, executed by Purchaser; (g) the Assumed Contract Notification Letters, executed by Purchaser; (h) the Transfer Tax Documentation, if applicable, executed by Purchaser (if required by law); (i) such other documents as may be reasonably required to effectuate the transaction contemplated by the Agreement and/or to effectuate the closing of the transaction contemplated hereunder; and (3j) a certificate of the Secretary of Assumption and Release Agreement, executed by Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Existing Loan Purchaser.

Closing Deliveries. (a) At the Closing, Seller shall deliver into escrow with the Escrow Agent: (Ai) Seller shall deliver to Purchaser:The Deed; (1ii) certificates representing Two (2) original executed counterparts of the Shares▇▇▇▇ of Sale and Assignment (iii) Two (2) original executed counterparts of a ▇▇▇▇ of Sale, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer pursuant to which Seller transfers any Personal Property and Equipment to Purchaser; (iv) Three (3) original counterparts of the executed Settlement Statement; (v) Original executed Lease Status Report; (vi) Original executed GSA Consent; (vii) A certification of Seller’s representations, stating that all the representations in Section 8.1 remain true and correct as of the Closing Date, executed by Seller; (viii) An affidavit in a form acceptable to Purchaser and as prescribed in the Foreign Investment in Real Property Transfer Act of the Internal Revenue Code and the regulations promulgated thereon which certifies that Seller is not a “foreign person” as defined therein; (ix) Any and all other documents reasonably required of Seller to consummate the transaction contemplated hereby. (x) Original, or if original is not available, copy of the applicable GSA Lease; (xi) Originals, or if originals are not available, copies of the Assumed Property Contracts (which Assumed Property Contracts may be delivered by leaving them at the Property); (xii) To the extent they are in Seller’s possession (a) unless posted at the Property, all licenses and permits, authorizations and approvals pertaining to the Premises and (b) all guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises; (xiii) Releases in recordable form from any creditor who has filed a lawsuit and lis pendens against the Property; (xiv) To the extent they are in Seller’s possession, originals or, if originals are not available, copies, of all Plans and Specifications, technical manuals and similar materials for the Property (which materials may be delivered by leaving them at the Property). (xv) Original executed Rent Direction Notice from Seller to the depository institution in which Seller regularly deposits rents from the Property. (xvi) Evidence of Seller’s termination of all Property Contracts, effective as of Closing, of all Property Contracts other than the Assumed Property Contracts. (b) At the Closing, Purchaser shall deliver into escrow with the Escrow Agent: (i) An amount equal to the Purchase Price less the Deposit and any other amounts due from Purchaser as indicated on the Settlement Statement; (ii) Three (3) original counterparts of the executed Settlement Statement; (iii) Two (2) an Assignment and Assumption original executed counterparts of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Sale and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerAssignment; and (4iv) a certificate of the Secretary of the Company certifying, as complete Any and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary all other documents reasonably required of Purchaser certifying and attaching all requisite resolutions or actions of to consummate the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions transaction contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaserhereby.

Closing Deliveries. At (a) On the ClosingClosing Date, Seller shall deliver, or cause to be delivered, to Buyer the following: (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers a duly executed in proper form for instrument of transfer with respect to Purchaserthe Membership Interests; (2ii) an Assignment the written resignations of each manager and Assumption officer of Option Agreement each of the Acquired Entities as Buyer shall direct in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating writing to Seller at least five days prior to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each OptioneeClosing Date; (3iii) a duly completed and executed certification from Seller certifying that Seller is not a foreign person within the meaning of Code Section 1445; (iv) a certificate of the Secretary secretary or an assistant secretary (or equivalent officer) of Seller certifying, as certifying that attached thereto are true and complete and accurate as of the Closing, attached copies of all resolutions adopted by the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors managers of Seller authorizing the execution, delivery and of the sole shareholder of the Company approving the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (v) a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller certifying to the incumbency names and signatures of the officers of Seller executing authorized to sign this Agreement and any the other document contemplated hereby documents to be executed delivered hereunder; (vi) for each of Seller and the Acquired Entities, a certificate of good standing from the Secretary of State of the State of Delaware, as of a date not earlier than 10 days prior to the Closing Date; (vii) non-competition agreements, each in substantially the form attached hereto as Exhibit B (the “Noncompetition Agreement”), by Sellerand among Buyer, on the one hand, and Seller and each of ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, respectively, on the other hand; (viii) the Payoff Letter (including the lien releases referenced therein); and (4ix) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to ARTICLE VI of this Agreement. (b) On the Closing Date, in addition to the payments to be made pursuant to Section 1.3 hereof, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) a certificate of the Secretary secretary or an assistant secretary (or equivalent officer) of the Company certifying, as Buyer certifying that attached thereto are true and complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") all resolutions adopted by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of PurchaserBuyer authorizing the execution, approving the execution delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying to the incumbency names and signatures of the officers of Purchaser executing Buyer authorized to sign this Agreement and any the other document contemplated hereby documents to be delivered hereunder; (iii) a certificate of good standing (or comparable certificate) from the appropriate Governmental Authority of the jurisdiction in which Buyer is organized, as of a date not earlier than 10 days prior to the Closing Date; (iv) evidence reasonably satisfactory to Seller that Buyer has obtained a buyer-side representations and warranties insurance policy (the “R&W Policy”), solely for the benefit of Buyer, with a retention amount of not more than 1.0% of the Purchase Price with no Seller indemnitee and a policy limit of not less than $25,000,000, on terms reasonably acceptable to Buyer, which R&W Policy shall be in full force and effect at the Closing and shall provide, at a minimum, coverage for breaches of the Fundamental Representations for a period of six years; (v) releases, each in substantially the form attached hereto as Exhibit C in favor of each resigning officer and manager of each of the Acquired Entities; (vi) duly executed counterparts of each Noncompetition Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by PurchaserSeller at or prior to the Closing pursuant to ARTICLE VI of this Agreement.

Closing Deliveries. (a) At or prior to the Closing, the Sellers shall deliver to the Buyer: (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserPurchased Assets; (2ii) an Assignment evidence that the Sellers have, at the Sellers’ expense and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating without cost or other adverse consequence to the Option Agreement dated as of December 27Buyer, 2001sent all notices, as amended by that certain amendment dated December 31, 2003 made all filings and obtained all Consents (as amended, the "Option Agreement"), by except for Consents under Third Party Agreements) and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving Orders required in connection with the execution and delivery of this Agreement and or the consummation of the transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a party, dated the Closing Date and duly executed by this Agreementsuch Seller; (iv) evidence of the acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the individuals named by the Buyer in writing and certifying delivered to the incumbency Sellers on or prior to the date hereof; (v) restrictive covenant and signatures work made for hire agreements executed by each Transferred Employee in form and substance reasonably satisfactory to the Buyer; (vi) an opinion of counsel to the Sellers, dated the Closing Date, substantially in the form of Exhibit A; (vii) a certificate dated the Closing Date executed by the President or other authorized officer of each Seller certifying as to the satisfaction of each of the officers conditions set forth in Article VI substantially in the form of Seller executing this Agreement and any other document contemplated hereby to be Exhibit B; (viii) a certificate dated the Closing Date executed by Sellerthe Secretary of each Seller certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit C; (ix) good standing certificates for each Seller dated within ten (10) days prior to the Closing Date from its jurisdiction of organization; (x) evidence of the release of all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Sellers pursuant to Section 6.3; and (4xii) such other agreements, certificates, instruments and documents as the Buyer may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement. (b) At or prior to the Closing, the Buyer shall deliver to the Sellers: (i) the Closing Payment by wire transfer to the Sellers’ Account; (ii) all Ancillary Agreements to which the Buyer is a party, dated the Closing Date and duly executed by the Buyer; (iii) a certificate dated the Closing Date executed by the President or other authorized officer of the Buyer certifying as to the satisfaction of each of the conditions set forth in Article VII substantially in the form of Exhibit D; (iv) a certificate dated the Closing Date executed by the Secretary of the Company certifying, Buyer certifying as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by PurchaserExhibit E; and (3v) a certificate of such other agreements, certificates, instruments and documents as the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of Sellers may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, and/or Purchaser shall deliver or cause to be delivered to Seller, as applicable: (Aa) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment A b▇▇▇ of sale and Assumption of Option Agreement assignment and assumption agreement in substantially the form attached hereto as Exhibit A E (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇“B▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"of Sale”), duly executed by each Party thereto, and any other instruments of assignment and transfer duly executed by Seller and each OptioneeAerojet, in form and substance reasonably satisfactory to counsel for Purchaser, sufficient to convey, transfer and assign to Purchaser all right, title and interest of Seller and Aerojet (to the extent of their respective ownership interests) in and to the Purchased Assets; (3b) a certificate The transition services agreement in substantially the form attached hereto as Exhibit F (the “Transition Services Agreement”), as revised by the Parties on or before Closing to delete those Services (as defined therein) which Purchaser will not require be provided by the Seller Parties in accordance with the terms thereof, duly executed by each Party thereto; (c) A ground lease between Aerojet and Purchaser in substantially the form attached hereto as Exhibit G (the “Ground Lease”), and the documents provided for therein (provided that the parties shall cooperate to prepare Exhibits I-K of such Ground Lease as such exhibits are described therein, in form reasonably acceptable to both parties, prior to the Closing), each duly executed by each Party thereto; (d) A lease between Aerojet and Purchaser for certain warehouse buildings located on Aerojet land outside of the Leased Property in substantially the form attached hereto as Exhibit H (the “Warehouse Lease”), duly executed by each Party thereto; (e) A lease between Aerojet and Purchaser for a certain building located on the Leased Property in substantially the form attached hereto as Exhibit I (the “Aerojet Lease”), duly executed by each Party thereto; (f) The certificates and other documents required to be delivered pursuant to ARTICLE IX; (g) Payment by wire transfer in immediately available funds of the portion of the Purchase Price identified in Section 3.1(b)(i) as adjusted pursuant to the terms of Section 3.1(c); (h) A true and complete copy, certified by the Secretary or an Assistant Secretary of Seller certifyingeach Party, as complete and accurate as of the Closing, attached copies of the articles of incorporation resolutions duly and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of validly adopted by the board of directors of Seller and that Party evidencing its authorization of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountTransaction; (2i) The Trademark License Agreement as provided in Section 8.5, duly executed by each Party thereto; (j) A cross-receipt acknowledging Seller’s receipt of the Assignment AgreementPurchase Price and Purchaser’s receipt of the Purchased Assets duly executed by each Party thereto; (k) For each Owned Property, a valid current certificate of use or occupancy issued by the applicable Governmental Authority (collectively, “Certificates of Use and Occupancy”); (l) All such other documents and instruments of assignment, transfer or conveyance as Purchaser may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Purchaser and to put Purchaser in actual possession or control of the Purchased Assets; (m) Subject to the provisions of Section 7.19 hereof, a license regarding certain Polyfox Intellectual Property in substantially the form attached hereto as Exhibit J (the “Polyfox License”), duly executed by Aerojet and Purchaser; (n) The Guaranty duly executed by Parent; (o) The Note, duly executed by Purchaser; (p) If required pursuant to Section 12.8 hereof, the Purchaser Guaranty duly executed by Purchaser; and (3q) a certificate All such other documents and instruments as Seller may reasonably request or as may be otherwise necessary or desirable to evidence and effect the assumption by Purchaser of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserAssumed Liabilities.

Closing Deliveries. (a) At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (Ai) Seller shall deliver to Purchaser: (1) stock certificates representing the Purchased Shares, duly endorsed in blank or accompanied by stock powers for the Purchased Shares, duly executed in proper form for transfer to Purchaserby the applicable Seller; (2ii) payoff letters, in form and substance reasonably satisfactory to the Buyer, as to the full payment of all Funded Indebtedness (other than the Assumed Indebtedness), and the release of the Companies from further Liability related thereto and the release of any Liens related thereto, each effective upon payment pursuant to Section 2.1(b) of the applicable Funded Indebtedness specified on the Flow of Funds Memorandum; (iii) an Assignment appropriate receipt and Assumption release in a form and substance acceptable to the Buyer from each Person entitled to Transaction Fees, acknowledging that such Person has received all amounts due such Person from the Companies, and releasing the Companies from any further Liability with respect thereto, each effective upon payment pursuant to Section 2.1(c) of Option Agreement the applicable Transaction Fees specified on the Flow of Funds Memorandum; (iv) an employment agreement with each of the Key Employees, duly executed by the applicable Key Employee, in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit A Buyer (the "Assignment Agreement"“Employment Agreements”); (v) a management and administrative services agreement by and among the Buyer, relating 2WRMS and the 2WRMS Shareholders, duly executed by 2WRMS and the 2WRMS Shareholders in form and substance reasonably satisfactory to the Option Agreement Buyer (the “Management Services Agreement”); (vi) a share transfer agreement in form and substance reasonably satisfactory to the Buyer, duly executed by each of the 2WRMS Shareholders (the “Share Transfer Agreement”); (vii) an asset transfer agreement by and among the Buyer and the Companies, duly executed by each of the Companies in form and substance reasonably satisfactory to the Buyer (the “Asset Transfer Agreement”) to transfer certain assets and liabilities between the Buyer and the Companies as set forth therein; (viii) an escrow agreement in form and substance reasonably satisfactory to the Buyer, duly executed by the Shareholder Representative (the “Escrow Agreement”); (ix) written resignations of all members of each Company’s board of directors and officers; (x) a good standing certificate for each Company from the state of its organization and the Secretary of State in each other jurisdiction in which such Company is required to qualify to do business as a foreign corporation, in each case dated as of December 27a date as near as reasonably practicable to the Closing Date; (xi) the written consents, 2001approvals, as amended waivers, notices or similar authorizations required to be obtained or given by that certain amendment dated December 31any Person in order to consummate the transactions contemplated by the Transaction Documents, 2003 (as amendedincluding those consents, the "Option Agreement"approvals, waivers, notices or similar authorizations set forth on Schedule 2.4(a)(x), by in form and among Sellersubstance reasonably acceptable to the Buyer; (xii) evidence satisfactory to the Buyer that the Companies 401(k) Plan and the other Employee Benefits Plan have been terminated; (xiii) evidence satisfactory to the Buyer of payment in full of all Transaction Fees effective as of the Closing; (xiv) an investment questionnaire from each Seller in form and substance satisfactory to the Buyer; (xv) an agreement, in form and substance reasonably satisfactory to the Buyer, terminating the W▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Phantom Share Agreement, ▇▇duly executed by 2WRCO and D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"“W▇▇▇▇▇ Phantom Share Termination Agreement”), duly executed by Seller and each Optionee; (3xvi) for each outstanding Company PPP Loan at signing, either (i) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment PPP Escrow Agreement, duly executed by Purchaserthe Seller Representative, the applicable PPP Lender and the applicable Company, along with evidence reasonably satisfactory to the Buyer that a loan forgiveness application has been submitted to the PPP Lender for such Company PPP Loan or (ii) evidence reasonably satisfactory to the Buyer that each of the loan forgiveness applications for Company PPP Loans outstanding at signing has been forgiven by the U.S. Small Business Administration; (xvii) no less than three (3) Business Days prior to the Closing Date, Schedule A setting forth the Companies’ Funded Indebtedness included in Assumed Indebtedness as of the Closing Date; (xviii) no less than three (3) Business Days prior to the Closing Date, the Estimated Closing Statement, including (A) the Estimated Working Capital, (B) the Estimated Closing Cash and (C) the Estimated Assumed Indebtedness; and (3xix) a certificate of such other documents or instruments in form and substance reasonably acceptable to the Secretary of Purchaser certifying and attaching all requisite resolutions Buyer as the Buyer may deem reasonably necessary or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of as may be required to consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver or cause to be delivered to the Sellers: (i) the cash balance of the Initial Purchase Price; (ii) the Closing Payment Shares (less the Escrowed Shares); (iii) evidence reasonably satisfactory to the Sellers that the Buyer has made the payments required by this Section 2.1; (iv) each of the Employment Agreements, duly executed by an authorized officer of the Buyer; (v) the Management Services Agreement, and certifying duly executed by the Buyer; (vi) the Share Transfer Agreement, duly executed by the Buyer; (vii) the Asset Transfer Agreement, duly executed by the Buyer; and (viii) the Escrow Agreement, duly executed by the Buyer. (c) At the Closing, the Buyer shall also deliver, or cause to be delivered, the Escrowed Shares to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserEscrow Agent.

Closing Deliveries. At the Closing:, each of the following parties shall deliver or cause to be delivered to the designated party or parties all of the following, and in the case of executed agreements, documents or instruments, in each case executed by the Party or a duly authorized representative of the Party on such Party's behalf; (Aa) Seller The PEARL Parties shall deliver to Purchaser: (1i) endorsed share certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser100% of the outstanding shares of the PEARL Common Stock held by the PEARL Parties; (2ii) an Assignment resolutions of the board of directors of PEARL approving and Assumption authorizing the execution, delivery and performance by it of Option this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions described in this Agreement and the Ancillary Agreements attached hereto as Exhibit E; (iii) Executed counterparts of Employment Agreements with each of the key employees of the PEARL Group Members which Purchaser may designate prior to Closing in substantially the form attached hereto as Exhibit A C (the "Assignment AgreementEmployment Agreements"). (iv) Consents from third parties, relating including any governmental entity, landlord or other person material to the Option Agreement dated as business of December 27any PEARL Group Member and necessary, 2001in the reasonable opinion of Purchaser, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and for the consummation by Purchaser of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellerhereby; and (4v) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying all other items required to be delivered pursuant to the incumbency provisions of the officers and directors of the Company as of the Closing.this Agreement; (Bb) Purchaser shall deliver to Seller: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (all items required to be delivered pursuant to the "Closing Cash Payment") by wire transfer provisions of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountthis Agreement; (2ii) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of PurchaserEPIC approving and authorizing the execution, approving the execution delivery and delivery performance by it of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing described in this Agreement and the Ancillary Agreements attached hereto as Exhibit F; and (iii) indemnification agreement substantially in the form attached hereto as Exhibit G wherein EPIC agrees to indemnify, defend and hold the Shareholders harmless from any other document contemplated hereby claims or liabilities of any type relating to be executed any personal guaranties made by Purchaserand of the Shareholders for or on behalf of any PEARL Group Member.

Closing Deliveries. At the Closing: (Aa) Seller shall Mestek will deliver to PurchaserBuyer: (1i) certificates Certificates representing the Shareseight hundred twenty (820) or nine hundred twenty (920), as the case shall be, Shares of the Company, duly endorsed in blank (or accompanied by duly executed stock powers duly executed in proper form for transfer to Purchaserblank); (2ii) an Assignment and Assumption An opinion of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇, counsel for Mestek, in the form attached hereto as Exhibit 2.4(a)(iii); (iii) The Company's corporate minute book, seals and stock ledgers; (iv) Resignations of all officers and directors of the Company other than those designated in writing by Buyer; (v) Compliance certificate of an officer of Mestek as to the fulfillment of the conditions set forth in Section 6.1; (vi) Resolutions of Mestek certified by its Secretary authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (vii) Copies of the Company's certificate of incorporation and all amendments thereto and by-laws, as certified by the Secretary of the Company; (viii) Release of the Company's obligations with regard to all Debt as of the Closing Date and all payables to members of the Mestek Affiliated Group; and (ix) Satisfaction of all mortgages on the Company's Real Property and a release of all liens, pledges and security interests on the Company's assets except with respect to operating leases. (b) [Intentionally Omitted]. (c) Buyer will deliver: (i) the Purchase Price (less any amount paid to Mestek by the Escrow Agent) by wire transfer of immediately available funds or similar means, to the account(s) specified by Mestek; (ii) The opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectivelyLLP, counsel for Buyer, in the "Optionees"form attached hereto as Exhibit 2.4(c)(ii), duly executed by Seller and each Optionee; (3iii) a Compliance certificate of an officer of Buyer as to the Secretary of Seller certifying, as complete and accurate as fulfillment of the Closingconditions set forth in Section 6.2; and (iv) Resolutions of Buyer certified by its Secretary authorizing the execution, attached copies of the articles of incorporation delivery and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closinghereby. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At Closing the Closingparties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (Aa) Seller shall ACS2 will deliver to Purchaser: (1) the LLC stock certificates representing the Sharesevidencing all Advanced Stock, duly endorsed in blank by ACS2 or accompanied by with stock powers duly executed attached; provided, however, that ACS2 will not be deemed in proper form for transfer breach of this Agreement if it fails to Purchaser;obtain the same from its shareholders. (2b) an Assignment Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and Assumption the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of Option which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in substantially the LLC, (in the form attached hereto as Exhibit A 6.14(d).) (e) Advanced will deliver the "Assignment Agreement")cancellation agreements referenced in Section 1.7; provided, relating however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the Option Agreement other parties a certificate of an officer of delivering party, dated as of December 27Closing, 2001certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by if made on and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies and (iii) each representation, warranty and covenant of such party under the articles of incorporation Merger Agreement is true and code of regulations of Seller, certifying correct at the Closing as if made on and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (Bg) Purchaser Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver to Sellersuch customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (Certificates of Existence and/or "Good Standing" regarding the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or delivering party and its subsidiaries, certified by the transfer appropriate Secretary of readily marketable securities acceptable to Seller State and Purchaser in such amountdated within ten (10) business days of Closing; (2ii) Incumbency Certificates certifying the Assignment Agreement, duly executed by Purchaseridentity of the officers of the delivering party and its subsidiaries; and (3iii) a certificate Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the Secretary delivering party and its subsidiaries. (iv) copies of Purchaser certifying and attaching all requisite resolutions and/or unanimous written consent actions adopted by or actions on behalf of the board of directors and, if applicable, the stockholders of Purchaser, approving the execution and delivery of this Agreement and the consummation of each party authorizing the transactions contemplated hereunder, certified by this Agreement, and certifying an officer as of the date of Closing in form reasonably acceptable to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaserreceiving party.

Closing Deliveries. At or prior to the Closing, (a) Chemtura shall, and shall cause the other Sellers to, deliver or cause to be delivered to Purchaser (and, where applicable, the Country-Specific Purchasers) the following: (i) an executed copy of an assignment and assumption agreement, substantially in the form of Exhibit A) Seller shall deliver to Purchaser:, providing for the assumption of Assumed Liabilities by Purchaser (the “Assignment and Assumption Agreement”); (1ii) executed copies of the International Asset Purchase Agreements; (iii) executed copies of the International Stock Purchase Agreements; (iv) such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the transfer of) the Transferred Assets in accordance herewith; (v) an executed copy of the Transition Services Agreement; (vi) an executed copy of each Supply Agreement; (vii) an executed copy of the IP License Agreement; (viii) an executed copy of each of the Brazilian Closing Agreements; (ix) executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B (subject to changes in such form as may be required by local Laws or as may be customary in each jurisdiction), with respect to each Transferred Real Property Lease (collectively, the “Real Property Lease Assignments”); (x) certificates representing the SharesEquity Interests in the Transferred Entities, duly endorsed in blank or accompanied by with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in proper the form for of stock, or other documents as may be necessary under applicable Laws to transfer ownership of such Equity Interests to PurchaserPurchaser or its specified designees; (2xi) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among a certificate from each relevant Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇in form and substance reasonably satisfactory to Purchaser, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, establishing that the "Optionees"), duly executed by Seller and each Optioneetransfer of any Transferred Asset that is a United States real property interest within the meaning of Section 897(c) of the Code is exempt from withholding under Section 1445 of the Code; (3xii) a resignations of those officers and directors of any Transferred Entity that Purchaser shall request in writing at least 5 Business Days prior to the Closing; (xiii) certificate of good standing (or the Secretary functional equivalent thereof, if any, in the applicable jurisdiction) of Seller certifying, as complete and accurate as each Transferred Entity identified with an asterisk on Schedule B in its applicable jurisdiction of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying formation dated no earlier than ten Business Days prior to the incumbency Closing Date; (xiv) payoff letters and signatures of the officers of Seller executing this Agreement lien releases with respect to any Closing Indebtedness that constitutes indebtedness for borrowed money (and any other document contemplated hereby liens agreed upon in good faith by the parties), in a form reasonably acceptable to be executed by Sellerthe parties; and (4xv) a certificate unaudited consolidated statements of income of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying Business in a form substantially similar to the incumbency of “Hyperion P&L” statements contained in the officers “Project Platinum” online data room (items 3.2.29.1 and directors of 3.2.29.2) for each month in calendar year 2014 ended 45 days or more prior to the Company as of the ClosingClosing Date. (Bb) Purchaser (and, where applicable, the Country-Specific Purchasers) shall deliver to SellerChemtura the following: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (an executed copy of each of the "Assignment and Assumption Agreement; each International Asset Purchase Agreement; each International Stock Purchase Agreement; the Transition Services Agreement; the Supply Agreements; the IP License Agreement; the Real Property Lease Assignments; and the Brazilian Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountAgreements; (2ii) all such other documents and instruments of assumption as shall be reasonably necessary for Purchaser (and, where applicable, the Assignment Agreement, duly executed by PurchaserCountry-Specific Purchasers) to assume the Assumed Liabilities in accordance herewith; and (3iii) a certificate stock certificates or, at Chemtura’s option, evidence of the Secretary shares in book-entry form, representing 2,000,000 shares of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserCommon Stock.

Closing Deliveries. (a) At the Closing:, the Sellers shall deliver or cause to be delivered to the Purchaser the following (the “Seller Deliverables”): (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers The duly executed in proper form for transfer to PurchaserAssignment by the Sellers; (2ii) an Assignment and Assumption The duly executed signature page of Option the Registration Rights Agreement in substantially for the form attached hereto as Exhibit Sellers; (iii) A (the "Assignment Agreement"), relating certificate executed by each Seller to the Option effect that, except as otherwise stated in such certificate, each of such Seller’s representations and warranties in this Agreement dated was accurate in all material respects as of December 27the date of this Agreement and is accurate in all material respect as of the Closing Date; (iv) The Amended and Restated NP Operating Agreement executed by each member of NP; (v) The Bogachev Indemnity, 2001, as amended executed by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ; and (collectivelyvi) Such other documents, certifications or evidence of the Sellers’ authority reasonably requested by the Purchaser or its counsel, as well as such other documents or instruments contemplated by this Agreement. (b) At the Closing, the "Optionees"Purchaser shall deliver or cause to be delivered to the Sellers the following (the “Purchaser Deliverables”): (i) A certificate or certificates representing the shares of the Purchaser Common Stock issuable to the Sellers pursuant to Section 2.2(a), duly executed by Seller provided, however, that the Purchaser’s delivery shall be subject to compliance with NASDAQ notification rules for insider issuances and each Optioneesuch time as is necessary for AST to issue such certificate(s); (3ii) a certificate The balance of the Secretary Purchase Price in immediately available funds pursuant to Section 2.2(b); (iii) The duly executed acceptance of Seller certifyingthe Assignment by the Purchaser; (iv) The duly executed signature page of the Registration Rights Agreement for the Purchaser; (v) A certificate executed by the Purchaser to the effect that, except as complete otherwise stated in such certificate, each of the Purchaser’s representations and warranties in this Agreement was accurate in all material respects as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery date of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and is accurate in all material respects as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountDate; (2vi) the Assignment Agreement, A duly executed by counterpart signature page to the NP Operating Agreement for the Purchaser; and (3vii) a certificate Such other documents, certifications or evidence of the Secretary of Purchaser certifying and attaching all requisite resolutions Purchaser’s authority reasonably requested by the Sellers or actions of the board of directors of Purchasertheir counsel, approving the execution and delivery of this Agreement and the consummation of the transactions as well as such other documents or instruments contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At a. On the Closing: (A) Closing Date, Seller shall deliver to Purchasershall: (1) certificates representing Execute, acknowledge and deliver to Purchaser a good and sufficient special warranty deed conveying fee simple estate in the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer Property subject only to Purchaser;the Permitted Exceptions. (2) Execute, acknowledge and deliver to Purchaser an Assignment of Leases and Assumption Security Deposits, assigning to Purchaser all occupancy leases free and clear of Option Agreement all liens and encumbrances; provided, however, that Purchaser shall assume all of the obligations of the owner of Property under such occupancy leases which accrue after the Date of Closing, and shall indemnify and hold Seller harmless against and from all liability, loss, cost, or expense in substantially connection with such obligations accruing after the form attached hereto as Exhibit A Date of Closing, and Seller shall indemnify and hold Purchaser harmless against and from all liability, loss, cost, or expense in connection with such occupancy leases arising prior to the Date of Closing. (3) Assign in writing, transfer and deliver to Purchaser, all contracts not terminated pursuant hereto, all unexpired warranties, guaranties, licenses, permits, certificates of occupancy and the "Assignment Agreement"like, advertising and promotional material for the Property, any marketing or internet domain names (including the name “The Commons on Potomac Square Apartments”), relating and any business and other licenses and permits in the possession of Seller or its agents related to the Option Agreement dated as of December 27Property, 2001to the extent assignable and transferable (without cost to Seller, as amended by that certain amendment dated December 31or at Purchaser’s cost, 2003 if Purchaser elects (as amended, the "Option Agreement"without obligation) to assume such cost), by and among Sellerdeliver the original of each of the foregoing to Purchaser if it is within the possession of Seller or any of its agents or affiliates or, if not, deliver to Purchaser a true copy of each of the same, if available; provided, however, that (a) Purchaser shall assume all of the obligations of the owner of Property under each of the foregoing which accrue after the Date of Closing, and shall indemnify and hold Seller harmless against and from all liability, loss, cost, or expense in connection with such obligations accruing after the Date of Closing; and (b) Seller shall indemnify and hold Purchaser harmless against and from all liability, loss, cost, or expense in connection with such obligations arising prior to the Date of Closing. (4) Execute, acknowledge and deliver to Purchaser a ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇of Sale, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in accordance with any applicable provisions of the Uniform Commercial Code, with special warranty of title, conveying all personal property purchased hereunder, with all such assigned property to be free and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller clear of all liens and each Optionee;encumbrances. (35) a certificate Deliver to Purchaser all books and records and tenant files pertaining to operation of the Secretary Property not theretofore delivered, it being acknowledged that Seller shall keep copies of such books and records to the extent it deems necessary for tax and accounting purposes. (6) Deliver a letter from Purchaser and Seller certifying, as complete and accurate as addressed to each of the tenants in a form to be mutually agreed upon advising each of them that a new property manager has taken over the operations of the Property, and instructing the tenants with respect to rent payments subsequent to Closing, attached . (7) Deliver certified copies of the articles of incorporation organizational documents and code of regulations of Seller, certifying and attaching all requisite appropriate resolutions or actions of the board of directors of Seller and of governmental certifications for confirming that the sole shareholder of Seller is organized, existing and in good standing, that all actions and consents necessary have been taken and obtained to authorize Seller to perform the Company approving the execution and delivery of this Agreement and transactions contemplated herein, including the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures sale of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of Property in accordance with the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingterms hereof. (B8) Deliver to Purchaser the Section 1445 Affidavit. Seller hereby agrees to indemnify and hold Purchaser harmless from and against all costs, losses, expenses, claims, liability, actions and causes of action arising out of or in any way related to the falsity of the Section 1445 Affidavit. Such indemnification shall survive Closing hereunder. (9) Purchaser shall Execute and deliver to Seller:the Escrow Agent a mechanic’s lien affidavit and the other items reasonably required by Purchaser’s title insurance company. (110) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller Execute, acknowledge and deliver, as appropriate, or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby cause to be executed by Purchaserdelivered all additional affidavits and other documents which may be reasonably necessary or appropriate to carry out the provisions hereof and permit Purchaser to obtain the title insurance coverage specified herein.

Closing Deliveries. At (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following to Buyer: (Ai) each of the Ancillary Agreements (other than the Novation Agreement, the Pharmacovigilance Agreement and the Quality Agreement) to which Seller shall deliver to Purchaser: (1) certificates representing the Sharesor any of its Affiliates is a party, validly executed by a duly endorsed in blank authorized representative of Seller or accompanied by stock powers duly executed in proper form for transfer to Purchaserits applicable Affiliate; (2ii) an Assignment and Assumption a receipt acknowledging receipt of Option Agreement the Closing Payment in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"satisfaction of Buyer’s obligations pursuant to Section 2.3.1(a), relating validly executed by a duly authorized representative of Seller; (iii) the tangible Purchased Assets; provided, that (A) delivery shall, unless the Parties otherwise mutually agree, be to the Option Agreement locations and on the timeframes set forth in Schedule 2.4.2(a)(iii), and (B) Seller may retain copies of the Purchased Regulatory Documentation and the Purchased Product Records included within the Purchased Assets and the Purchased Contracts (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); and (iv) a certificate, dated as of December 27the Closing Date, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly validly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations duly authorized officer of Seller, certifying and attaching that all requisite resolutions or actions of the board of directors of Seller conditions set forth in Section 6.2.1, Section 6.2.2 and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; andSection 6.2.3 have been satisfied. (4b) a certificate of the Secretary of the Company certifying, as complete and accurate as of At the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser Buyer shall deliver the following to Seller: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars each of the Ancillary Agreements ($6,028,690other than the Pharmacovigilance Agreement and the Quality Agreement) (the "Closing Cash Payment") to which Buyer or any of its Affiliates is a party, validly executed by wire transfer a duly authorized representative of immediately available funds to an account designated in writing by Seller Buyer or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountits applicable Affiliate; (2ii) the Assignment Agreement, duly executed by PurchaserClosing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); and (3iii) a certificate certificate, dated as of the Secretary Closing Date, validly executed by a duly authorized officer of Purchaser Buyer, certifying and attaching that all requisite resolutions or actions of the board of directors of Purchaser, approving the execution conditions set forth in Section 6.3.1 and delivery of this Agreement Section 6.3.2 have been satisfied. (c) Buyer shall conduct a quality and the consummation completeness review of the transactions contemplated Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by this AgreementBuyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and certifying in good faith believes are related to the incumbency transfer of such Purchased Regulatory Documentation (and signatures not, for example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s notice of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchasersame.

Closing Deliveries. (a) At the Closing: , each Seller (Aas applicable) Seller shall deliver or cause to be delivered to the Purchaser: (1i) stock certificates representing evidencing the Shares, Transferred Subsidiary Shares duly endorsed in blank blank, or accompanied by stock powers duly executed in proper form for blank and with all required stock transfer to Purchasertax stamps affixed; (2ii) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectivelyof Sale, the "Optionees")Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of the Transferred Assets to the Purchaser or evidence such transfer on the public records, in each case duly executed by Seller and each Optioneethe applicable Asset Seller; (3iii) the Assumption Agreement executed by each applicable Asset Seller; (iv) executed counterparts of each Ancillary Agreement other than the Ancillary Agreements delivered pursuant to Section 2.10(a) (ii) and (iii); (v) a receipt for the Purchase Price, as adjusted in accordance with this Agreement; (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the applicable Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of each Seller certifyingcertifying the names and signatures of the officers or other authorized Person of such Seller authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered hereunder and thereunder; (viii) a certificate of the Secretary or an Assistant Secretary of each Transferred Subsidiary certifying that the transfer of the Transferred Subsidiary Shares has been duly noted in the corporate records of the corresponding Transferred Subsidiary; (ix) evidence that, after the Closing Date, the Business and all Receivables generated by the Mexican Business after the Closing Date shall not be subject to any securitization program of Rhodia or its Affiliates or any related Encumbrances other than Permitted Encumbrances; (x) written resignations or evidence of removal of each of the directors of the Transferred Subsidiaries; (xi) (A) evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets and (B) pay-off letters and evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets relating to the certain sale and leaseback transactions described in item 45 of Section 3.04(c) and item 2 of Section 3.07 of the Disclosure Schedule; and (xii) a certificate of a duly authorized officer or other authorized Person of the Sellers certifying as complete and accurate as of to the matters set forth in Section 8.02(a). (b) At the Closing, attached copies the Purchaser shall deliver or cause to be delivered to the Sellers (except as set forth in (vi) below): (i) the Purchase Price, as adjusted in accordance with this Agreement, by wire transfer in immediately available funds to the Purchase Price Bank Account; (ii) executed counterparts of each Ancillary Agreement to which the Purchaser is a party; (iii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the articles of incorporation and code of regulations of SellerPurchaser, certifying and attaching all requisite resolutions or actions of the board resolutions duly and validly adopted by the Board of directors of Seller and Directors of the sole shareholder Purchaser and the stockholders of the Company approving Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying Ancillary Agreements to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) which it is a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement party and the consummation of the transactions contemplated by this Agreement, hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying to the incumbency names and signatures of the officers of the Purchaser executing authorized to sign this Agreement and any the Ancillary Agreements and the other document contemplated hereby documents to be executed delivered hereunder and thereunder; (v) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 8.01(a); and (vi) the Estimated Mexican Net Debt by Purchaserwire transfer in immediately available funds to a bank account or bank accounts to be designated by Rhodia in a written notice to the Purchaser at least five Business Days before the Closing. (c) At the Closing, Parent shall deliver or cause to be delivered to the Sellers, a certificate of the Secretary or an Assistant Secretary of Parent certifying the names and signatures of the officers of Parent authorized to sign this Agreement.

Closing Deliveries. At the Closing: (Aa) Seller shall will deliver to Purchaser: Buyer (1i) certificates representing the Shares, duly endorsed in blank counterparts of each Ancillary Agreement to which it or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption one of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees")its Affiliates is a party, duly executed by Seller or the applicable Affiliate, including the ▇▇▇▇ of Sale for the Purchased Assets, a Special Warranty Deed for each parcel of Owned Real Property, and each Optionee; such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities and vesting in Buyer all of Seller’s right, title and interest in, to and under the Purchased Assets, in accordance with this Agreement, (3ii) a certificate receipt for the Purchase Price, (iii) at Seller’s sole cost and expense, the Title Policies; (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Seller or the Secretary of Seller certifying, as complete and accurate as of the Closing, attached applicable Affiliate; (v) copies of all consents, approvals, waivers and notices obtained from Governmental Entities and third parties, prior to the articles of incorporation Closing Date, including customers and code of regulations of Sellersuppliers, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of in connection with the transactions contemplated by this Agreement, hereby and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be (vi) California Form 593-C duly executed by Seller; and (4) ’s applicable Affiliate and showing a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingfull exemption from real estate withholding. (Bb) Purchaser shall Buyer will deliver to Seller: Seller (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars counterparts of each Ancillary Agreement to which it is a party, duly executed by Buyer, ($6,028,690ii) the Closing Payment (the "Closing Cash Payment") less deductions, if any, and withholdings required by applicable Law), by wire transfer of immediately available funds to an the account or accounts designated in writing by Seller or by to Buyer not later than two Business Days prior to the Closing Date, (iii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of readily marketable securities acceptable Assumed Liabilities, and (iv) counterparts of all applicable state forms with respect to Seller and Purchaser in such amount; (2) the Assignment Agreement, Transfer Taxes duly executed by PurchaserBuyer or the applicable Affiliate; and (3c) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying Each party will deliver to the incumbency other such certificates and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby documents required to be executed delivered by Purchaserit at Closing under Articles VI or VII, as applicable.

Closing Deliveries. (a) At Closing, Parent shall pay or deliver, or cause to be paid or delivered, as the case may be, to Nightlife: (i) an amount equal to the Cash Payment; (ii) an original stock certificate evidencing the Stock Consideration; (iii) Transaction Documents duly executed by the Acquiring Parties, as applicable; and (iv) A certificate, in form and substance reasonably satisfactory to Nightlife, signed by an authorized officer of each of the Acquiring Parties certifying the matters described in Section 7.1. (b) At the Closing, the Transferor Parties shall deliver to Acquiror: (Ai) Seller The Transferred Assets, including without limitation, copies of all books, records, files, and documents of each Transferor relating to any of the Transferred Assets or otherwise related or necessary to the commercial exploitation of the Transferred Assets or the Business, and without limiting the foregoing, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation, with all electronic media to be delivered fully functioning; provided that if Acquiror waives the closing condition that a Required Consent be obtained for any Transferred Contract, such Transferred Contract shall deliver not be assigned to Purchaser: (1) certificates representing Acquiror at the SharesClosing, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaserbut shall instead be assigned at such time as the Required Consent is obtained; (2ii) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), Transaction Documents duly executed by Seller and each Optioneethe Transferor Parties, as applicable; (3iii) a certificate of A certificate, in form and substance reasonably satisfactory to Acquiror, signed by each Transferor certifying the Secretary of Seller certifyingmatters described in Section 6.1; and (iv) All Required Consents set forth on Schedule 6.3, as complete all Governmental Authorizations and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of amendments to and/or waivers under Transferred Contracts set forth on Schedule 6.4 required to consummate the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At or prior to the Closing: (Aa) Seller shall deliver to PurchaserThe Acquirer shall: (1i) certificates representing deliver the SharesEscrow Shares to the Escrow Agent to be held pursuant to the Escrow Agreement; (ii) deliver the Exchange Shares to such Owners, to such accounts as are set forth across from each Owner’s name on Schedule 2.11(a)(ii); (iii) deliver to the Owners’ Representative a counterpart signature page to the Escrow Agreement, duly executed by the Acquirer. (iv) deliver to the Owners’ Representative the counterpart signature page to the Registration Rights and Lock-Up Agreement, duly executed by the Acquirer; (v) deliver to the Owners’ Representative a certificate signed by an authorized officer of the Acquirer stating that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied; (vi) deliver written resignations (in each case, effective as of the Closing) of each director of the Acquirer (other than ▇▇▇▇ ▇▇▇▇▇); (vii) a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Acquirer, stating that the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) have been satisfied; (viii) deliver to the Target Company and the Owners’ Representative a certificate signed by the Secretary of the Acquirer certifying as to (A) the certificate of incorporation and bylaws (or equivalent governing documents) of the Acquirer and Merger Sub, (B) the resolutions adopted by the Board of Directors of the Acquirer and ▇▇▇▇▇▇ Sub regarding this Agreement and the transactions contemplated hereby, and (C) the names and signatures of the officers of the Acquirer and the Merger Sub authorized to sign this Agreement; and (ix) such other documents, instruments or certificate as reasonably requested by the Target Company or the Owners’ Representative. (b) The Target Company and the Owners, as applicable, shall deliver (or cause to be delivered) to the Acquirer each of the following (each in a form and substance reasonably satisfactory to the Acquirer): (i) certificates, duly endorsed in blank or accompanied by a stock powers power duly executed endorsed in proper form for transfer blank, or other applicable instruments of assignment, in each case, with respect to Purchaserthe Target Company’s Equity Interests; (2ii) certificate of merger in such form as is required by the relevant provisions of the DGCL to effect the Merger; (iii) a certificate of good standing (or equivalent thereof), dated not more than ten (10) days prior to the Closing Date, with respect to the Target Company, issued by the appropriate government official of the Target Company’s jurisdiction of organization or formation; (iv) an Assignment IRS Form W-9 executed by each Owner, as applicable; (v) a counterpart signature page to the Escrow Agreement, duly executed by the Owners’ Representative; (vi) a counterpart signature page to the Registration Rights and Assumption Lock-Up Agreement, duly executed by the Owners; (vii) evidence that each Related Party Transaction (other than those set forth on Schedule 2.11(b)(vii)) has been terminated as of Option Agreement the Closing Date with no further liability or other losses to the Acquirer or the Target Company; (viii) written resignations (in substantially each case, effective as of the form attached hereto as Exhibit A (Closing) of each manager, director or officer of the "Assignment Agreement"Target Company set forth on Schedule 2.11(b)(viii), relating to duly executed by each such Person; (ix) a certificate signed by the Option Agreement Owners stating that the conditions specified in Sections 8.2(a), 8.2(b), and 8.2(c) have been satisfied; (x) a certificate signed by the Secretary of the Target Company dated as of December 27the Closing Date, 2001certifying as to (A) the certificate of incorporation and bylaws (or equivalent governing documents) of the Target Company, (B) the resolutions adopted by the Board of Directors of the Target Company regarding this Agreement and the Transactions contemplated hereby and (C) the names and signatures of the officers of the Target Company authorized to sign this Agreement; (xi) audited financial statements of the Target Company as amended by of and for the fiscal years ended 2020 and 2021 in accordance with Section 12.18; (xii) evidence reasonably satisfactory to the Acquirer that certain amendment dated December 31, 2003 all Convertible Notes have been converted into Target Company Common Stock and there are no Convertible Notes or other convertible debt instruments convertible into Target Company Equity Interests that will be outstanding as of the Effective Time; (as amended, xiii) evidence reasonably satisfactory to the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Acquirer that holders of Target Company Stock Options have acknowledged receipt of each Target Company Stock Option; (xiv) an executed Owner ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, for each Owner other than the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate Owners who are signatories to this Agreement as of the Closingdate hereof (including, attached copies for the avoidance of doubt, all Persons who become Owners of Target Company Common Stock as a result of the articles conversion of incorporation and code any Convertible Notes held by such Person or the exercise of regulations of Seller, certifying and attaching all requisite resolutions any Target Company Options or actions of the board of directors of Seller and of the sole shareholder of the Target Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying Warrants prior to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerEffective Time); and (4xv) a certificate of the Secretary of the Company certifyingsuch other documents, instruments or certificates as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingshall be reasonably requested by Acquirer. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At the Closing, (a) Purchaser shall deliver, or cause to be delivered, to Seller: (Ai) subject to Section 1.9(a), to one or more accounts designated by Seller shall deliver (such designation to Purchaser: be made in writing at least two (12) certificates representing Business Days before the SharesConfirmation Date), duly endorsed in blank or accompanied the Closing Purchase Price by stock powers duly executed in proper form for wire transfer to Purchaserof immediately available funds; (2ii) an a counterpart to each of the Ancillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ of Option Sale delivered under Section 1.12(a)(iv) and any Lease Assignment and Assumption Agreements delivered under Section 1.12(a)(v)) to which Purchaser or its designated Affiliate is a party, substantially in the forms attached as exhibits hereto, duly executed by Purchaser, as applicable; (iii) the certificate to be delivered pursuant to Section 7.2(a); (iv) to the extent any Purchased Asset (other than the Business Real Property) or Assumed Liability is not held by a Purchased Entity, a counterpart of the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for such Purchased Assets (other than the Purchased Equity) and such Assumed Liabilities, by and among the applicable Seller Entities, the applicable Rexam Entities and Purchaser, substantially in the form attached as Exhibit C hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”), duly executed by Purchaser or its designated Affiliate; (v) with respect to each Lease for a Leased Business Real Property to be assigned to Purchaser (and not indirectly conveyed by transfer of the applicable Purchased Entity), a duly executed counterpart of a lease assignment and assumption agreement for such Lease, in substantially the form attached hereto as Exhibit A F or in such other form as may be reasonably required by the landlord under such Lease (the "“Lease Assignment and Assumption Agreement"”); and (vi) with respect to jurisdictions outside the United States in which Purchased Assets (including, for the avoidance of doubt, the Purchased Equity) or Assumed Liabilities are located, other forms and agreements as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement, as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 in each case duly executed (as amendedrequired) by Purchaser or its designated Affiliate. (b) Seller shall deliver, or cause to be delivered, to Purchaser: (i) such bills of sale, share/stock transfer forms, share transfer deeds or notarial copies of share transfer deeds (or, in the "Option Agreement"event notarial copies cannot be available at Closing, certified copies of share transfer deeds), stock powers or other instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, pursuant to any applicable Foreign Acquisition Agreement, and otherwise consistent in such jurisdictions) as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities, in each case duly executed by the applicable Seller Entities and among Seller, Rexam Entities; (ii) the certificate to be delivered pursuant to Section 7.1(a); (iii) counterparts of the Assignment and Assumption Agreement and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇of Sale duly executed by each Seller Entity named as a party thereto and each Rexam Entity named as party thereto, ▇▇▇as applicable; (iv) a special warranty deed in customary form for each Facility and each Owned Business Real Property located in the United States and such deeds, bills of sale, assignments, certificates of title, transfer forms and other documents and instruments for each Facility and each Owned Business Real Property located outside the United States (each, a “Deed”); (v) customary owner’s affidavits of title as may be reasonably required by the title company of Purchaser’s choosing in connection with the conveyance of the Owned Business Real Property located in the United States; (vi) counterparts of the Foreign Closing Documents duly executed by each Seller Entity named as a party thereto and each Rexam Entity named as a party thereto, as applicable; (vii) a certificate, executed by Rexam Beverage Can Company that complies with Treasury Regulation Section 1.1445—2(b)(2) of the Code, substantially in the form of Exhibit D hereto; (viii) counterparts to the Ancillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Sale delivered under Section 1.12(b)(iii) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectivelyany Lease Assignment and Assumption Agreements delivered under Section 1.12(b)(ix)), substantially in the "Optionees")forms attached as exhibits hereto, duly executed by the applicable Seller Entities and each OptioneeRexam Entities; (3ix) a certificate duly executed counterpart of the Secretary of Seller certifying, as complete each Lease Assignment and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Assumption Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4x) a certificate of receipt for the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingClosing Purchase Price. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At the Closing, (a) Sellers shall deliver or cause to be delivered to Purchaser the following: (Ai) Seller shall deliver An executed copy of the Stockholder Agreement; (ii) An executed copy of an assignment and assumption agreement providing for the assumption of Assumed Liabilities by Purchaser (the “Assignment and Assumption Agreement); (iii) Such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the transfer of) the Purchased Assets to Purchaser in accordance herewith; (iv) An executed copy of the Transition Services Agreement; (v) An executed copy of the Supply Agreement; (vi) An executed copy of the Intellectual Property License Agreement; (vii) An executed copy of the Sublease; (viii) Subject to Section 1.1(f), executed assignment and assumption agreements, in the form attached hereto as Exhibit G, with respect to each Assumed Real Property Lease (collectively, the “Real Property Lease Assignments”); (ix) Executed stock transfer agreements, asset transfer agreements and/or other instruments of conveyance with respect to the transfer of any portion of the Purchased Assets outside the United States (including, without limitation, Equity Interests in entities organized in jurisdictions outside the United States, in forms reasonably acceptable to Purchaser:; it being understood that such agreements and/or other instruments of conveyance are intended solely to formalize such foreign transfers in order to comply with any local Laws pertaining thereto) (“Foreign Transfer Agreements”); (1x) certificates Certificates representing the SharesEquity Interests, duly endorsed in blank or accompanied by with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in proper the form for of stock, or Sellers shall have taken such other actions as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser; (2xi) A certificate from each Seller, in form and substance reasonably satisfactory to Purchaser, establishing that the transfer of the Purchased Assets is exempt from withholding under Section 1445 of the Code; (xii) Required documentation in connection with Transfer Taxes, if any, including, any valid VAT invoice; (xiii) Resignations of those officers and directors of any Transferred Entity who are not employees of such Transferred Entity which Purchaser shall request in writing before the Closing; (xiv) Books and records of the Transferred Entities, including for each, the corporate minute book, seal (where applicable) and stock ledger book; and (xv) an Assignment and Assumption executed copy of Option Agreement a termination notice in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating Schedule 2.3(a)(xv) given by Honeywell Deutschland GmbH to HCS Germany with regard to the Option Agreement dated as domination and profit transfer agreement (Beherrschungs-und Gewinnabführungsvertrag) in place between such parties, including a confirmation of December 27, 2001, as amended receipt of such notice by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingHCS Germany. (Bb) Purchaser shall deliver to SellerSellers the following: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds Consideration pursuant to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountSection 1.6; (2ii) Certificates representing the Stock Consideration registered in the name of Honeywell (or one or more of its designated Affiliates), which certificate(s) may be legended as provided in the Stockholder Agreement; (iii) Executed copies of the Stockholder Agreement, the Assignment and Assumption Agreement, duly executed by Purchaserthe Transition Services Agreement, the Supply Agreement, the Intellectual Property License Agreement, the Real Property Lease Assignments, and the Sublease (iv) An opinion of counsel as to the valid issuance of the Stock Consideration; (v) Required documentation in connection with Transfer Taxes, if any, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and use taxes; and (3vi) a certificate All such other documents and instruments of assumption as shall be reasonably necessary for Purchaser to assume the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserAssumed Liabilities in accordance herewith.

Closing Deliveries. At the Closing: (Aa) Seller The Operating LLC shall deliver to Purchaser:▇▇. ▇▇▇▇▇ written evidence that the ▇▇▇▇▇ LLC Units have been issued by the Operating LLC to ▇▇. ▇▇▇▇▇ and registered on the books and records of the Operating LLC, free and clear of any Encumbrances; (1b) The Operating LLC shall deliver to the DGC Trust written evidence that the Trust LLC Units have been issued by the Operating LLC to the DGC Trust and registered on the books and records of the Operating LLC, free and clear of any Encumbrances; (c) Parent shall deliver to ▇▇. ▇▇▇▇▇ a stock certificate evidencing the issuance of the ▇▇▇▇▇ Series F Shares by Parent to ▇▇. ▇▇▇▇▇, free and clear of any Encumbrances; (d) Parent shall deliver to the DGC Trust a stock certificate evidencing the issuance of the Trust Series F Shares by Parent to the DGC Trust, free and clear of any Encumbrances; (e) ▇▇. ▇▇▇▇▇ shall deliver to the Operating LLC (or, at the direction of the Operating LLC, to IMXI’s stock transfer agent) all stock certificates representing evidencing the ▇▇▇▇▇ IMXI Shares, free and clear of any Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in proper form for blank and with all required stock transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellertax stamps affixed; and (4f) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser The DGC Trust shall deliver to Seller: the Operating LLC (1or, at the direction of the Operating LLC, to IMXI’s stock transfer agent) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (all stock certificates evidencing the "Closing Cash Payment") by wire transfer Trust IMXI Shares, free and clear of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreementany Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying in blank and attaching with all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaserrequired stock transfer tax stamps affixed.

Closing Deliveries. At Administrative Agent shall have received each of the Closingfollowing documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be dated as of the Fourth Amendment Effective Date: (Aa) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers counterparts hereof duly executed in proper form for transfer to Purchaserby the Borrower and each of the Lenders and consent and agreement counterparts hereof duly executed by the other Loan Parties; (2b) an Assignment and Assumption a certificate of Option Agreement a Financial Officer of the Borrower in substantially the form attached hereto as of Exhibit A (the "Assignment Agreement"), relating D-2 to the Option Credit Agreement dated as of December 27(i) certifying that no Default has occurred, 2001, as amended by that certain amendment dated (ii) setting forth reasonably detailed calculations demonstrating pro forma compliance with the Consolidated Total Interest Coverage Ratio for the Rolling Period ended December 31, 2003 2013 (as amended, without adding any Equity Cure Amounts or Equity Cure Rollover Amounts in the "Option Agreement"calculation of Annualized Consolidated EBITDA) and the Consolidated Total Leverage Ratio (calculated in accordance with Section 2.1), by and among Sellerincluding, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇without limitation, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ reasonably detailed calculations of the Specified Projects EBITDA Adjustment for each Specified Project (collectively, including a reasonably detailed summary of the "Optionees"terms of the applicable customer contracts relating to such calculation), duly executed by Seller each Specified Project’s Scheduled Completion Date, and each Optionee; Specified Project’s Projected Capacity (3and, if applicable, any changes to such Projected Capacity and supporting information as required), (iii) a certificate stating whether any change in GAAP or in the application thereof has occurred since the date of the Secretary of Seller certifying, as complete and accurate as financial statements referred to in Section 7.04 of the ClosingCredit Agreement and, attached copies if any such change has occurred, specifying the effect of such change on such calculations, (iv) attaching reports setting forth the processing volumes for the Rolling Period ended December 31, 2013, and (v) certifying as to the satisfaction of each of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions conditions precedent set forth in this Section 2 (other than with respect to the Administrative Agent’s acceptance of the board of directors of Seller form and substance of the sole shareholder of the Company approving the execution and delivery of closing deliveries required under this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerSection 2.3); and (4c) a certificate such other documents, instruments and certificates as the Administrative Agent or its counsel may reasonably request relating to the foregoing, the organization, existence and good standing of the Secretary General Partner and each of the Company certifyingLoan Parties, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery authorization of this Agreement Amendment and the consummation of the transactions contemplated by this Agreementhereby, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby legal matters relating to be executed by Purchaserthe General Partner, the Loan Parties and this Amendment.

Closing Deliveries. At On or prior to the Closing:Closing Date, the parties shall execute and deliver, or cause to be executed and delivered, all of the following documents and instruments reasonably required to effectuate, consummate and implement the terms and conditions of this Agreement (the “Closing Documents”): (Aa) A separate ▇▇▇▇ of Sale executed by Seller shall deliver sufficient to Purchaser: (1) certificates representing transfer and assign to Purchaser all of Seller’s right, title and interest in and to its Assets, in substantially the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaserof Exhibit “C”; (2b) A separate Assignment of Lease executed by Seller that is a party to a Real Property Lease, in substantially the form of Exhibit “D” or in such other form as may be reasonably acceptable to the Purchaser (the Lease has a form of assignment attached as an Assignment exhibit), sufficient to transfer Seller’s right, title and interest in and to the Real Property Lease to which it is a party and Leasehold Improvements thereon. (c) An assumption agreement pursuant to which Purchaser shall assume the Assumed Liabilities (the “Assumption Agreement”) in substantially the form of Option Agreement Exhibit “H”; (d) A compliance certificate executed by the appropriate officer of Seller in accordance with Section 7.6(a) and by Purchaser in accordance with Section 8.3(a) of this Agreement. (e) Queyrouze shall have executed and delivered to the Purchaser non-competition agreements in substantially the form attached hereto as Exhibit A “E” relating, respectively to (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3i) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this AgreementWashington, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4ii) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingOregon. (Bf) A legal opinion of Seller’s counsel and counsel retained by Seller in the jurisdiction of Washington upon which Seller’s counsel bases his opinion, retained at Seller’s sole cost and expense, dated the Closing Date, in form and substance mutually and reasonably acceptable to the Purchaser and the Seller, which will opine as to the following: (i) organization and valid existence; (ii) foreign qualifications; (iii) power and authority; (iv) due authorization execution and delivery; (v) any conflicts with Seller’s organizational documents or local laws; (iv) the form of the assignment; (vii) the enforceability of the assignment against Seller; (viii) enforceability of the Closing Documents against Seller; and (ix) no undisclosed litigation. The costs of any opinions of counsel obtained by Purchaser shall deliver be borne by Seller to Seller: (1the extent that the cost of such legal opinion(s) Six Million Twenty-Eight does not exceed Five Thousand Six Hundred Ninety Dollars ($6,028,6905,000) Dollars. To the extent that the cost of such opinion(s) exceed Five Thousand (the "Closing Cash Payment"$5,000) by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to Dollars said cost shall be executed borne by Purchaser.

Closing Deliveries. At (a) On or prior to the Closing:Closing with respect to the Purchasers listed on Annex A hereto the Company shall issue, deliver or cause to be delivered to each such Purchaser the following (the “Company Deliverables”): (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Sharesthis Agreement, duly endorsed in blank or accompanied executed by stock powers duly executed in proper form for transfer to Purchaserthe Company; (2ii) an Assignment unless alternative arrangements are agreed to with a particular Purchaser, facsimile copies of one or more stock certificates, free and Assumption clear of Option all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (the “Stock Certificates”), with the original Stock Certificates delivered within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 100% of the number of Shares purchased by such Purchaser on the Closing Date, on the terms set forth therein; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a certificate of the Company (the “Officer’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities and the reservation for issuance of the Warrant Shares, (b) certifying the current versions of the Certificate of Incorporation, as amended, and bylaws of the Company (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit A E and (the "Assignment Agreement"), relating d) certifying good standing certificates with respect to the Option Agreement Company and its Subsidiary World Hearts Inc. from the Secretary of State of the State of Delaware, dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, a recent date before the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each OptioneeClosing Date; (3vii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying Compliance Certificate referred to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingin Section 5.1(g). (Bb) On or prior to the Closing with respect to the Purchasers listed on Annex A hereto each such Purchaser shall deliver or cause to Seller:be delivered to the Company the following (the “Purchaser Deliverables”): (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Aggregate Purchase Price (Subscription Amount)” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the Company’s account as previously provided to the Purchasers; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (3v) a certificate of fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the Secretary of Purchaser certifying forms attached hereto as Exhibits C-1 and attaching all requisite resolutions or actions of the board of directors of PurchaserC-2, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaserrespectively.

Closing Deliveries. At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the Closing Date: (Ai) Seller shall deliver a Note payable to Purchaser: (1) certificates representing the Sharesorder of each Bank, each in the amount of such Bank's Commitment, duly endorsed in blank or accompanied executed by stock powers duly executed in proper form for transfer to PurchaserBorrower; (2ii) Mortgages duly executed and delivered by Borrower creating first and prior Liens on all Mineral Interests owned by Borrower, including, without limitation, the Apache Properties; (iii) a Security Agreement duly executed and delivered by Borrower; (iv) such financing statements on form UCC-1 (or any other form required by Lender in its reasonable discretion) as Administrative Agent shall require to evidence and perfect the Liens created by the Mortgages and the Security Agreement referenced in clauses (ii) and (iii) above, each of which shall be executed and delivered by Borrower and filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (v) Facility Guarantees duly executed and delivered by Venus and EXCO; (vi) the Subordination Agreement duly executed and delivered by EXCO and acknowledged by Venus; (vii) a copy of the Articles of Incorporation and all amendments thereto of EXCO and Venus accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Closing Date, issued by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of each of EXCO and Venus, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each of EXCO and Venus that such copy is true, correct and complete on the Closing Date; (viii) a copy of the Bylaws and all amendments thereto of each of EXCO and Venus accompanied by a certificate of the Secretary or comparable Authorized Officer of EXCO and Venus that such copy is true, correct and complete as of the date hereof; (ix) a copy of the Certificate of Organization and all amendments thereto of Borrower accompanied by a certificate that such copy is true, correct and complete and dated within ten (10) days of the Closing Date, issued by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of Borrower, and accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete on the Closing Date; (x) a copy of the Limited Liability Company Agreement for Borrower together with a certificate from an Assignment Authorized Officer of Borrower stating that such copy is a true and Assumption correct copy of Option the Limited Liability Company Agreement for Borrower and that such Limited Liability Company Agreement has not been amended or modified in substantially any respect and is in full force and effect on the form attached hereto Closing Date; (xi) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Exhibit A (the "Assignment Agreement"), Administrative Agent has requested relating to the Option existence of each of EXCO, Venus and Borrower and to the effect that of each of EXCO, Venus and Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (xii) a certificate of incumbency of all officers of each of EXCO, Venus and Borrower who will be authorized to execute or attest to any Loan Paper on behalf of EXCO, Venus or Borrower dated the date hereof, executed by the Secretary or comparable Authorized Officer of such Person; (xiii) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement dated and the other Loan Papers, duly adopted by the Board of Directors of each of EXCO and Venus and the Management Committee of Borrower; accompanied by certificates of the Secretary or comparable Authorized Officer of each of EXCO, Venus and Borrower that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws of EXCO or Venus and the Limited Liability Company Agreement of Borrower) by the unanimous written consent of the Board of Directors of each of EXCO and Venus and the Management Committee of Borrower; and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 the date hereof; (as amended, the "Option Agreement"), by and among Sellerxiv) an opinion of Hayn▇▇ & ▇oon▇, ▇▇.L.P., counsel for Borrower, EXCO and Venus, dated the date hereof, favorably opining as to the enforceability of each of the Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xv) an opinion of Clif▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ecial counsel for Administrative Agent, favorably opining as to the enforceability of the Mortgages in the State of Louisiana and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller otherwise in form and each Optioneesubstance satisfactory to Administrative Agent and Banks; (3xvi) such UCC-11 search reports as Administrative Agent shall require, prepared as of a date not more than twenty (20) days prior to the Closing Date, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; (xvii) a certificate signed by an Authorized Officer of Borrower stating that (A) the Secretary of Seller certifying, as complete representations and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of warranties contained in this Agreement and the consummation other Loan Papers are true and correct in all material respects, (B) no Default or Event of Default has occurred and is continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xviii) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit I attached hereto; (xix) a report or reports in form, scope and detail acceptable to Administrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a current phase I environmental review of the transactions contemplated by this AgreementMineral Interests, and certifying which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to the incumbency and signatures result in a material liability to Borrower or any of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellerits Subsidiaries; and (4xx) a certificate certificates from Borrower's insurance broker setting forth the insurance maintained by Borrower, stating that such insurance is in full force and effect, that all premiums due have been paid and stating that such insurance is adequate and complies with the requirements of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingSection 9.6. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At the Closing, the Seller and/or CGI will deliver or cause to be delivered to the Buyer: (Ai) Seller shall deliver to Purchaser: a transition services Agreement by and between the Buyer and CGI (1the “Transition Services Agreement”) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form of Exhibit F attached hereto as Exhibit A hereto; (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇ii) a b▇▇▇ ▇. of sale in substantially the form of Exhibit B attached hereto (the “B▇▇▇▇▇▇▇▇▇ of Sale”), ▇duly executed and delivered by the Seller; (iii) an assignment and assumption agreement by and between the Buyer and CGI in substantially the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”), duly executed and delivered by CGI and applicable Subsidiaries of CGI; (iv) an assignment and assumption and license-back agreement in respect of the Purchased Intellectual Property in substantially the form of Exhibit D attached hereto (the “IP Assignment and License Back Agreement”), duly executed and delivered by the Seller; (v) a declaration by R▇▇▇▇▇▇ ▇. ▇▇▇▇J▇▇▇▇ & Associates, Inc. (“RJA”) issued to CGI and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ the Seller (with a copy delivered by CGI to the Buyer) that summarizes the marketing process it has run for CGI, in sufficient detail to permit CGI to assess the adequacy of the process and the Seller to consider the commercial reasonableness of a private foreclosure sale to the Buyer, it being understood that such summary shall generally describe (with such redactions as are necessary to comply with the terms of any existing confidentiality agreements), the period(s) during which the marketing process occurred, the number of parties contacted, the number of parties that executed non-disclosure agreements, the number of parties that engaged in diligence, bids received to date and assets bid on (the “RJA Declaration”); (vi) UCC-3 termination statements terminating all financing statements filed against CGI, except with respect to the Equipment Leases; (vii) payoff letters and releases (in form and substance reasonably satisfactory to the Buyer) in respect of all debt repayment amounts set forth on Section 2.7(a)(vii) of the CGI Disclosure Schedule, and evidence of the release of Encumbrances, if any, associated with such amounts or evidence reasonably satisfactory to the Buyer and IDXG that upon receipt of the applicable payoff amount, the holder of Indebtedness thereof will release such Encumbrances (collectively, the "Optionees"“Payoff Letters”); (viii) an assignment and assumption agreement by and between the Buyer and CGI in substantially in the form of Exhibit G attached hereto (the “Equipment Lease Assignment and Assumption Agreement”), duly executed and delivered by CGI and/or applicable Subsidiaries of CGI; (ix) the Consents and Government Authorizations set forth in Schedule 2.7(a)(ix) (collectively, “Closing Consents”), each in form and substance reasonably acceptable to the Buyer; (x) the Funds Flow, duly executed by Seller and each OptioneeCGI; (3xi) a certificate of the Secretary of Seller certifyingExcess Consideration Note, as complete and accurate as of duly executed by the Closing, attached copies of the articles of incorporation and code of regulations Seller; (xii) affidavits from each of Seller, certifying CGI and attaching all requisite resolutions or actions Gentris, LLC of non-foreign status, satisfying the board requirements of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerTreasury Regulations Section 1.445-2(b); and (4xiii) a certificate b▇▇▇ of sale in substantially the Secretary form of Exhibit K attached hereto (the “Company certifyingB▇▇▇ of Sale”), as complete duly executed and accurate as delivered by CGI and/or applicable Subsidiaries of CGI. (b) At the Closing, attached copies of the articles of incorporation and code of regulations of the CompanyBuyer will deliver, and certifying or cause to be delivered, to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to SellerSeller or its designee/assignee: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment"i) by wire transfer of immediately available funds to an account designated funds, the payments required by, and in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreementaccordance with, duly executed by PurchaserSection 2.8; and (3ii) a certificate the B▇▇▇ of Sale, the Secretary Company B▇▇▇ of Purchaser certifying Sale, the Assignment and attaching all requisite resolutions Assumption Agreement, the IP Assignment and License-Back Agreement, the Transition Services Agreement, the Equipment Lease Assignment and Assumption Agreement, the Excess Consideration Note and the Funds Flow, each duly executed and delivered by the Buyer. (c) At the Closing, the Buyer will deliver, or actions cause to be delivered to CGI: the B▇▇▇ of Sale, the board Company B▇▇▇ of directors of PurchaserSale, approving the execution Assignment and delivery of this Assumption Agreement, the IP Assignment and License-Back Agreement, the Equipment Lease Assignment and Assumption Agreement and the consummation Transition Services Agreement, in each case duly executed and delivered by the Buyer. (d) At the Closing, the Seller will deliver, or cause to be delivered, to CGI (i) evidence, reasonably satisfactory to CGI, of the transactions contemplated by this Agreementrelease of all Encumbrances held by, or existing in respect of Indebtedness due to the Seller and SVB, and certifying to (ii) by wire transfer of immediately available funds, the incumbency and signatures of applicable payment amounts set forth on the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserFunds Flow in accordance with Section 2.8.

Closing Deliveries. At the or prior to each Closing: (Ai) Seller to the extent that RCAP’s Class B Units are certificated, RCAP shall deliver to Purchaser: (1) the Corporation certificates representing the Sharesnumber of Class B Units that, duly endorsed collectively, comprise the Operating Subsidiaries Group Units to be Exchanged for Class A Shares as specified in blank the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by stock powers duly executed unit powers, in proper form for transfer reasonably satisfactory to Purchaser; (2) an Assignment and Assumption the corporate secretary of Option Agreement in substantially the form attached hereto as Exhibit A Corporation (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"“Transfer Agent”), duly executed in blank by Seller and each OptioneeRCAP or its duly authorized attorney; (3ii) RCAP shall deliver to the Corporation for cancellation one or more certificates representing a number of Class B Shares equal to the number of Operating Subsidiaries Group Units specified in the applicable Exchange Request, subject to adjustment based on the Exchange Rate in effect at the applicable Closing (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by stock powers, in form reasonably satisfactory to the Transfer Agent, duly executed in blank by RCAP or its duly authorized attorney; (iii) if applicable, RCAP shall deliver evidence reasonably satisfactory to the Corporation that all Liens on its Operating Subsidiaries Group Units and Class B Shares delivered pursuant to Sections 2.01(e)(i) and 2.01(e)(ii) have been released (other than transfer restrictions imposed by or under applicable securities laws, the LLC Agreements and this Agreement); (iv) if RCAP delivers to the Corporation, pursuant to either Section 2.01(e)(i) or 2.01(e)(ii), a certificate representing a number of Class B Units or Class B Shares that is greater than the Secretary number of Seller certifyingOperating Subsidiaries Group Units or Class B Shares specified in the applicable Exchange Request, the Corporation will deliver (and, if applicable, cause the Operating Subsidiaries to deliver) to RCAP certificates representing the excess Class B Units or Class B Shares, as complete applicable; (v) each Operating Subsidiary shall deliver to the Corporation a certificate (or other indicia of ownership) representing the number of Class A Units of such Operating Subsidiary equal to the number of Class B Units of such Operating Subsidiary that were Exchanged and accurate as thereafter automatically converted, in accordance with Section 3.02(b) of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this such Operating Subsidiary’s LLC Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellerinto Class B Units; and (4vi) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser Corporation shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) RCAP a certificate representing the number of Class A Shares that RCAP is entitled to receive for Operating Subsidiaries Group Units in the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserExchange.

Closing Deliveries. (i) At or prior to the applicable Closing, each Subscriber participating in such Closing shall deliver to the Company: (A) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers a duly executed copy of this Agreement together with the duly executed Investor Questionnaire in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A A, completed to the satisfaction of the Company; (B) the Subscription Amount in the manner prescribed by Section 1.2 hereto; and (C) a duly executed counterpart signature page to the Registration Rights Agreement, in the form attached hereto as Exhibit [D] (the "Assignment “Registration Rights Agreement"”). (ii) At the final Closing, relating the Company shall deliver to the Option Agreement Placement Agent the legal opinion of counsel to the Company, dated as of December 27the initial Closing date, 2001, as amended by that certain amendment dated December 31, 2003 in form and substance reasonably satisfactory to counsel for the Placement Agent. (as amendediii) At or prior to the applicable Closing, the "Option Agreement")Company shall deliver to the Subscribers: (A) fully executed Notes for the Subscription Amount and on the last closing fully executed Warrants, by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneeagainst payment therefor; (3B) at the final closing a certificate duly executed Officer’s Certificate certifying (A) the Company has performed in all material respects all obligations required to be performed by it at or prior to or contemporaneously with the closing under this Agreement, and (B) the representations and warranties of the Secretary of Seller certifying, as complete Company set forth in Section 2.1 herein were true and accurate correct in all material respects as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery date of this Agreement and are true and correct in all material respects as of the applicable Closing; and (C) at the final closing a duly executed Secretary’s Certificate certifying (A) the resolutions of the Company’s Board of Directors approving (i) this Agreement, the Registration Rights Agreement, the Notes, the Warrants, the PA Warrants, and each of the other agreements and documents entered into or delivered by the parties hereto in connection with the transactions contemplated hereby or thereby (the “Transaction Documents”) and (ii) the consummation of the transactions contemplated by this Agreementhereby and thereby. (iv) At each Closing, and certifying the Company shall deliver to the incumbency Placement Agent the applicable cash Commission and signatures of at the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of final closing the Secretary of the Company certifying, as complete and accurate PA Warrants dated as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingfinal Closing date. (Bv) Purchaser At or before the final Closing of the Offering, the Company shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate each of the Secretary of Purchaser certifying Subscribers in the Offering, a fully executed and attaching all requisite resolutions or actions compiled copy of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Registration Rights Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (i) At the Closing: (A) Seller , Purchaser shall deliver deliver, or cause to Purchaserbe delivered, to Aradigm the following, dated as of the date of this Agreement and, where relevant, executed for and on behalf of Purchaser by a duly authorized officer thereof: (1) any and all instruments, certificates representing and agreements as Aradigm may reasonably request in order to effectively make Purchaser responsible for all Assumed Liabilities pursuant hereto to the Shares, duly endorsed in blank or accompanied fullest extent permitted by stock powers duly executed in proper form for transfer to Purchaserapplicable law; (2) an Assignment and Assumption of Option Agreement Purchaser shall have provided Aradigm with evidence demonstrating that Purchaser has obtained at least $15 million in substantially the form attached hereto as Exhibit A equity financing; (the "Assignment Agreement"), relating 3) Purchaser shall have paid to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement")Aradigm, by and among Sellerwire transfer, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇$4,000,000 in cash; (4) Purchaser shall have reimbursed Aradigm for all documented expenses actually incurred by Aradigm from July 1, ▇▇2006 through the Closing Date, that were pre-approved in writing by Purchaser, up to $515,036; (5) Each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have provided Aradigm with a release of all claims over or rights to any severance payments relating to their cessation of services to Aradigm, in a form that is reasonably acceptable to Aradigm and including mutually agreed consideration for such releases; and (collectively6) the Transitional Services Agreement. (ii) At the Closing, Aradigm shall deliver, or cause to be delivered, to Purchaser the "Optionees")following, dated as of the date of this Agreement and executed for and on behalf of Aradigm by a duly executed by Seller authorized officer thereof: (1) a general assignment and each Optionee▇▇▇▇ of sale with respect to the Assigned Assets in the form attached hereto as Exhibit F; (2) one or more instruments of assignment and assumption, in customary form and substance reasonably satisfactory to Purchaser and Aradigm and their respective counsel; (3) a certificate an instrument of assignment of the Secretary of Seller certifyingTransferred Patents, as complete and accurate as of the ClosingTransferred Trademarks, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby Registered Intellectual Property Rights included in the Assigned Assets, in customary form and substance reasonably satisfactory to be executed Purchaser and Aradigm and their respective counsel; (4) any and all required third party consents including those consents necessary for the valid assignment and transfer of the Transferred Contracts; (5) any and all other instruments, certificates and agreements as Purchaser may reasonably request in order to effectively transfer to Purchaser all of the Assigned Assets pursuant hereto and to the Transfer Plan to the fullest extent permitted by Sellerapplicable law; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (26) the Assignment Transitional Services Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At the Closing, the parties shall deliver or cause to be delivered the following: (Aa) Seller The Contributor shall deliver to Purchaserthe Company the following: (1i) certificates representing a copy of the SharesContribution and Assumption Agreement, duly endorsed in blank or accompanied executed by stock powers duly executed in proper form for transfer to Purchaserthe Contributor; (2ii) an Assignment and Assumption of Option Agreement affidavit from the Contributor substantially in substantially the form attached hereto as Exhibit A F, duly executed by the Contributor; (iii) a copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit G (the "Assignment “Registration Rights Agreement"”), relating duly executed by the Contributor; (iv) a copy of the Stockholders Agreement substantially in the form attached hereto as Exhibit H (the “Stockholders Agreement”), duly executed by the Contributor; (v) any other documents that are in the possession of the Contributor or which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the Company or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Column Interest and effectuate the transactions contemplated hereby; and (vi) a certification regarding the accuracy in all material respects of the representations and warranties of the Contributor contained in this Agreement as of the Closing Date. (b) The Company shall deliver to the Option Agreement dated as Contributor the following: (i) the Share Certificates or evidence of December 27delivery of uncertificated Common Shares by book-entry and/or other evidence of the transfer of Common Shares to the Contributor; (ii) a copy of the Contribution and Assumption Agreement, 2001duly executed by the Company; (iii) a copy of the Registration Rights Agreement, as amended duly executed by that certain amendment dated December 31the Company; (iv) a copy of the Stockholders Agreement, 2003 (as amended, the "Option Agreement"), duly executed by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller▇; and (4v) a certificate certification regarding the accuracy in all material respects of the Secretary representations and warranties of the Company certifying, as complete and accurate contained in this Agreement as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingClosing Date. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At On the Closing:Closing Date, the Company will deliver or cause to be delivered to each Buyer (the "Company Documents"): (A) Seller shall deliver the items required to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer be delivered to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating Buyer pursuant to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees")Section 8, duly executed by Seller the Company where so required, (B) omitted, (C) a legal opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as Exhibit F attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("Closing Legal Opinion"), (D) a duly executed Debenture with a principal amount equal to such Buyer's Subscription Amount, divided by 0.8 to account for the Original Issue Discount, registered in the name of such Buyer, (E) a duly executed Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(iv)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(iv)) subject to adjustment therein, (F) Limited Standstill Agreements, duly executed by each Optioneeof the Designated Insiders (as defined in Section 4(m)); (3G) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of Seller certifyingState (or comparable office) of such jurisdiction, as complete of a date within 10 days of the Closing Date. (H) The Company shall have delivered to such Buyer a true copy of certificate evidencing the Company's qualification as a foreign corporation and accurate good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of the Closing, attached copies a date within five (5) days of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions Closing Date. (I) The Company shall have delivered to such Buyer a certified copy of the board Certificate of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated Incorporation as certified by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate State of Delaware as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying a date that is five (5) days prior to the incumbency of Closing Date. On the officers and directors of Closing Date, each Buyer shall deliver or cause to be delivered to the Company as of the Closing.following (the "Buyer Documents"): (A) this Securities Purchase Agreement and the Registration Rights Agreement duly executed by such Buyer, (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") such Buyer's Subscription Amount by wire transfer of immediately available funds to an the account designated as specified in writing by Seller or by the transfer of readily marketable securities acceptable Company (subject to Seller and Purchaser in offsets for any expenses to which such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserBuyer is entitled).

Closing Deliveries. At the Closing, the Company shall deliver (or cause to be delivered) to each Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (Ai) Seller shall deliver to Purchaser: (1) certificates representing a copy of the SharesRegister of Members of the Company, duly endorsed in blank or accompanied certified by stock powers duly executed in proper form for transfer the registered agent of the Company, updated to Purchaserreflect the subscription of the Subscription Shares by each of the Investors; (2ii) an Assignment a copy of duly executed share certificate issued in the name of such Investor representing the Subscription Shares being issued to the Investor at the Closing, with the original (duly executed for and Assumption on behalf of Option Agreement the Company) to be delivered to the Investors within ten (10) Business Days after the Closing; (iii) a copy of the Register of Directors of the Company evidencing the appointment of the Investor Director; (iv) a copy of the Memorandum and Articles duly adopted by the Company’s Board and shareholders in substantially the form attached hereto as Exhibit A (A, with evidence of the "Assignment Agreement"), relating filing of such adopted Memorandum and Articles with the Registrar of Companies in the Cayman Islands to be delivered to the Option Investors within ten (10) Business Days after the Closing; (v) a copy of the Investors’ Rights Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller the Company, the Founder Parties and each Optioneethe Angel Investor Parties in the form attached hereto as Exhibit C; (3vi) a certificate copy of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of Director Indemnification Agreement duly executed by the Company approving in the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellerform attached hereto as Exhibit D; and (4vii) a certificate of the Secretary duly executed by one director of the Company certifying, as complete and accurate (a) stating that the conditions specified in Section 5 have been fulfilled as of the Closing, attached Closing and (b) attaching thereto copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser all resolutions that shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of approve the transactions contemplated by this Agreementunder the Transaction Documents, including without limitation, (i) the adoption of the Memorandum and Articles in the form attached hereto as Exhibit A, (ii) the adoption of the Investors’ Rights Agreement in the form attached hereto as Exhibit C, and certifying to (iii) the incumbency and signatures adoption of the officers of Purchaser executing this Director Indemnification Agreement and any other document contemplated hereby to be executed by Purchaser.in the form attached hereto as Exhibit D.

Closing Deliveries. At Lender shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be dated the Effective Date: (A) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2i) an Assignment Amended and Assumption Restated Promissory Note payable to the order of Option Agreement Lender in the amount of the Commitment (as increased pursuant to this Agreement), substantially in the form of Exhibit A attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"“Amended Note”), duly executed by Seller and each OptioneeBorrower; (3ii) a copy of the articles or certificate of incorporation, articles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Effective Date; (iii) a copy of the operating agreement or comparable charter document, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Effective Date; (iv) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Lender has requested relating to the existence of Borrower and each Material Subsidiary and to the effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) a certificate of incumbency of all Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated the Secretary Effective Date, executed by an authorized Manager of Seller certifying, as complete and accurate as of the Closing, attached Borrower; (vi) copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company comparable authorizations approving the execution and delivery of this Agreement and the consummation of other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by the board of managers and, if applicable, members of Borrower accompanied by a certificate of a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the operating agreement or comparable charter documents of Borrower) by the unanimous written consent of the board of managers and, if applicable, members of Borrower, as applicable, and certifying that such resolutions constitute all the resolutions adopted with respect to the incumbency such transactions, have not been amended, modified, or rescinded or revoked in any respect, and signatures are in full force and effect as of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerEffective Date; and (4vii) a certificate of the Secretary of the Company certifyingsuch other documents, certificates and instruments as complete Lender or its counsel may have reasonably requested (provided that no legal opinions will be required under this Section 4(a)), such documents, certificates and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby instruments to be executed by Purchasersatisfactory to Lender or its counsel in all respects in its or their reasonable discretion.

Closing Deliveries. (a) At the Closing, Buyer shall deliver, or cause to be delivered, to HD Supply (or one or more other Sellers designated by HD Supply) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by HD Supply (such designation to be made by HD Supply at least two (2) Business Days prior to the Closing Date), of an amount in immediately available Dollars equal to the Closing Purchase Price, less any deduction, exception, set off or withholding required under applicable Law; (ii) the certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement substantially in the form attached as Exhibit 2.8(a)(iii) hereto (the “Transition Services Agreement”), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer); and (iv) a counterpart of (A) the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, substantially in the form attached as Exhibit 2.8(a)(iv)(A) (the “Assignment Agreement and ▇▇▇▇ of Sale”), and (B) the General Conveyance and Assumption of Liabilities Agreement (for the Purchased Assets and the Assumed Liabilities located in Canada), substantially in the form attached as Exhibit 2.8(a)(iv)(B) (the “General Conveyance and Assumption of Liabilities Agreement”), each by and between the applicable Seller and Buyer (or one or more Affiliates of Buyer designated by Buyer), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer). (b) At the Closing, HD Supply shall deliver deliver, or cause to Purchaserbe delivered, to Buyer the following: (1i) the certificate to be delivered pursuant to Section 7.2(c); (ii) a counterpart of the Transition Services Agreement duly executed by each Seller named as a party thereto; (iii) certificates representing evidencing the SharesPurchased Company Equity Interests, to the extent applicable, duly endorsed in blank or accompanied by with stock or transfer powers duly executed in proper form for transfer to Purchasertransfer, or other appropriate instrument of assignment and transfer; (2iv) an a counterpart of (A) the Assignment Agreement and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Sale and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer General Conveyance and Assumption of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Liabilities Agreement, duly executed by Purchasereach Seller named as a party thereto, together with such other deeds of conveyance, bills of sale and other instruments as may be reasonably required by the Buyer to complete the transfer of the Purchased Assets and the Assumed Liabilities; (v) a release, in a form mutually agreed upon by Buyer and Sellers, executed by Bank of America, N.A. (“BoA”) as administrative agent and collateral agent under the Credit Agreement, dated as of April 12, 2012, by and among HD Supply, BoA and the lenders from time parties thereto, with respect to the guarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vi) a release, in a form mutually agreed upon by Buyer and Sellers, executed by General Electric Capital Corporation (“GECC”), as administrative agent and U.S. ABL collateral agent, and GE Canada Finance Holdings Company (“GECF”), as Canadian agent and Canadian collateral agent, under the ABL Credit Agreement, dated as of April 12, 2012, by and among HD Supply, HD Supply Canada, Inc., GECC, GECF and the lenders from time to time parties thereto, with respect to the guarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vii) special warranty deeds, or comparable instruments of transfer and assignment, with respect to the Owned Real Property that is not currently owned by a Purchased Company or a Subsidiary of a Purchased Company transferring title to such Owned Real Property into a Purchased Company or a Subsidiary of a Purchased Company; (viii) a lease assignment, sublease or comparable or necessary instruments of transfer and assignment and to the extent applicable, in a form acceptable for recording in the local land records office, with respect to the Transferred Leased Property that is not currently leased by a Purchased Company or a Subsidiary of a Purchased Company; (ix) all appropriate releases and discharges releasing and terminating (i) Liens relating to the mortgage listed on Section 2.8(b)(ix) of the Seller Disclosure Schedules and (ii) any and all Liens on the Purchased Company Equity Interests or Purchased Assets which are in favor of Wilmington Trust, National Association; and (3x) a duly executed certificate of non-foreign status from each Seller (or, if a Seller is disregarded as an entity separate from its owner for U.S. federal tax purposes, from such Seller’s owner), substantially in the Secretary of Purchaser certifying and attaching all requisite resolutions or actions form of the board of directors of Purchasersample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, approving that if a Seller fails to deliver such certificate, Buyer shall be permitted to withhold from the execution and delivery of consideration payable pursuant to this Agreement and the consummation to such Seller any amount required by Section 1445 of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserCode.

Closing Deliveries. At (a) Except as otherwise indicated below, at the Closing: (A) , Seller shall deliver the following to Purchaser: (1i) certificates representing each of the SharesAncillary Agreements to which Seller is a party, validly executed by a duly endorsed authorized officer of Seller. (ii) a certificate, executed by an officer of Seller and dated the Closing Date, confirming on behalf of Seller that the conditions set forth in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserSections 7.2.1, 7.2.2 and 7.2.3 have been satisfied; (2iii) an Assignment and Assumption copies of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by all Seller and each OptioneeThird Party Consents; (3iv) copies of all Seller FDA Letters; (v) the Purchased Contracts; (vi) all other Purchased Assets; provided, that (A) with respect to tangible Purchased Assets, delivery shall, unless the Parties otherwise mutually agree, be in accordance with the Transition Services Agreement and to a certificate place within the continental United States specified by Purchaser by notice to Seller at a time prior to or after the Closing as the Parties mutually agree; and (B) Seller may retain one copy of the Secretary of Seller certifying, as complete and accurate as of Product Records included within the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement Purchased Assets and the consummation of the transactions contemplated by this AgreementPurchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and certifying records containing Product Records to Purchaser, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the incumbency and signatures of extent that it does not relate to the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerProduct Business); and (4vii) a certificate non-foreign affidavit of the Secretary of the Company certifying, as complete and accurate Seller dated as of the ClosingClosing Date, attached copies sworn under penalty of perjury and in the form and substance required under Treasury Regulations issued pursuant to Section 1445 of the articles of incorporation and code of regulations Code certifying that Seller is not a “foreign person” as defined in Section 1445 of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingCode. (Bb) At the Closing, Purchaser shall deliver the following to Seller: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (each of the "Closing Cash Payment") Ancillary Agreements to which Purchaser is a party, validly executed by wire transfer a duly authorized officer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountPurchaser; (2ii) the Assignment Stock Consideration; (iii) a certificate, executed by an officer of Purchaser and dated the Closing Date, confirming on behalf of Purchaser that the conditions set forth in Sections 7.3.1 and 7.3.2 have been satisfied; (iv) an agent for services of process letter from Purchaser, in form and substance reasonably requested by Seller covering this Agreement, duly executed by Purchaserthe Promissory Note, the Security Agreement, the Guaranty and the Ancillary Agreements; and (3v) a certificate copies of the Secretary of all Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserFDA Letters.

Closing Deliveries. (a) At the Closing: (A) , subject to all the terms and conditions of this Agreement, Seller shall deliver or cause to be delivered to Purchaser: (1) certificates representing executed by a proper officer of Seller, dated as of the SharesClosing Date, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer certifying to Purchaserthe fulfillment of all conditions which are the obligation of Seller hereunder; (2) a certified copy of the resolutions of Seller’s Board of Directors, approving the execution of this Agreement and the consummation of the purchase and assumption transactions contemplated hereby; (3) an executed Assignment and Assumption of Option Deposit Liabilities Agreement in substantially the form set forth in Exhibit 2 hereto; (4) an executed Assignment and Assumption Agreement in substantially the form set forth in Exhibit 3 hereto; (5) an executed ▇▇▇▇ of Sale, in substantially the form set forth in Exhibit 4 hereto, transferring to Purchaser all of Seller’s interest in the Personal Property and other Transferred Assets; (6) an executed Special Warranty Deed, in substantially the form set forth in Exhibit 5 hereto, transferring to Purchaser all of Seller’s interest in the Owned Real Property; (7) subject to Section 5.12 hereof, an executed Lease Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit A 6, with respect to each Lease (the "Assignment Agreement"“Lease Assignments”) and such other instruments and documents as the landlords under each Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of each Lease, each such instrument and document in form and substance reasonably satisfactory to the parties hereto; (8) subject to Section 5.12 hereof, an executed Landlord Estoppel Certificate and Consent to Assignment, in substantially the form attached hereto as Exhibit 7 (each a “Landlord Estoppel”), relating to certifying certain information regarding the Option Agreement dated as Lease for each of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, Kingwood ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, and the "Optionees"), duly executed by Seller and each OptioneeEagle Springs Branch; (39) a an executed Assignment, Transfer and Appointment of Successor Custodian for ▇▇▇ Accounts with respect to the transfer of the ▇▇▇ Accounts in substantially the form set forth in Exhibit 8; (10) the Records; (11) an executed limited Power of Attorney, in substantially the form set forth in Exhibit 9; (12) immediately available funds equal to the Estimated Payment Amount; (13) the Cash on Hand; (14) possession of the Leased Real Property and the Owned Real Property in substantially the condition existing on the date hereof, reasonable ordinary wear and tear excepted; (15) an executed certificate of non-foreign status in the Secretary form and manner that complies with Section 1445 of the Code (as defined in Section 2.6 hereof) and the Treasury Regulations thereunder; (16) such other documents and instruments evidencing such actions or providing such assurances, as Purchaser reasonably requests of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of in order to consummate the transactions contemplated by this AgreementAgreement and to fully vest in Purchaser, all rights, title, and certifying interest of Seller in and to the incumbency Transferred Assets and signatures Assumed Liabilities transferred to the Purchaser hereby; (17) all collateral security of any nature whatsoever held by Seller as collateral for any of the officers of Seller executing this Agreement and any other document contemplated hereby Transferred Assets; (18) an executed Seller’s affidavit delivered to be executed the Title Company as required by SellerSection 5.18(c) hereof; and (419) a certificate of the Secretary of the Company certifying, as complete and accurate as of Payment Amount in accordance with Section 2.2 hereof. (b) At the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (a certificate executed by a proper officer of Purchaser, dated as of the "Closing Cash Payment") by wire transfer Date, certifying to the fulfillment of immediately available funds to an account designated in writing by Seller or by all conditions which are the transfer obligation of readily marketable securities acceptable to Seller and Purchaser in such amounthereunder; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate certified copy of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser’s Board of Directors, approving the execution and delivery of this Agreement and the consummation of the purchase and assumption transactions contemplated hereby; (3) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 2 hereto; (4) an executed Assignment and Assumption Agreement in substantially the form set forth in Exhibit 3 hereto; (5) an executed ▇▇▇▇ of Sale in substantially the form set forth in Exhibit 4 hereto; (6) subject to Section 5.12 hereof, executed Lease Assignments and such other instruments and documents as the landlords under each Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of each Lease, each such instrument and document in form and substance reasonably satisfactory to the parties hereto; (7) an executed Assignment, Transfer and Appointment of Successor Custodian for ▇▇▇ Accounts with respect to the transfer of the ▇▇▇ Accounts in substantially the form set forth in Exhibit 8 hereto; (8) such other documents and instruments evidencing such actions or providing such assurances, as Seller reasonably requests of Purchaser in order to consummate the transactions contemplated by this Agreement; and (9) if applicable, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserNegative Payment Amount in accordance with Section 2.2 hereof.

Closing Deliveries. (a) At the Closing, the Shareholders shall deliver or cause to be delivered to PSI: (Ai) Seller shall deliver to Purchaser:an executed counterpart of each Employment Agreement, duly executed by the Executive that is a party thereto; (1ii) certificates an executed counterpart of the Facility Lease, duly executed by an authorized representative of the Landlord; (iii) constructive possession of the Records of PPPI; (iv) a good standing certificate for PPPI issued by the Secretary of State of the State of Illinois, no earlier than ten (10) calendar days prior to the Closing Date; (v) an affidavit from the Seller substantially in the form set forth in Section 1.1445-2(b)(2)(iv) of the Treasury regulations, certifying under penalties of perjury that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) a certificate representing all of the Sharesissued and outstanding shares of PPPI Stock, duly endorsed in blank or accompanied by a stock powers power duly executed endorsed in proper form for transfer to Purchaserblank; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3vii) a certificate from a duly authorized officer of the Secretary of Seller certifyingSeller, as complete and accurate as in form reasonably satisfactory to PSI, setting forth the resolutions of the Closing, attached copies Board of Directors of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving authorizing the execution and delivery of this Agreement and all Ancillary Agreements to which the consummation Seller is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated by this Agreement, herein and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellertherein; and (4viii) a certificate of the Secretary of the Company certifying, such other usual and customary documents and instruments as complete and accurate as of PSI may reasonably request. (b) At the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser PSI shall deliver to the Seller: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds Payment in the manner and to an account designated the Persons specified in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountSection 2.5 below; (2ii) a certificate from the Assignment AgreementSecretary or an Assistant Secretary of PSI, duly executed in form reasonably satisfactory to the Shareholders, setting forth the resolutions of the Board of Directors of PSI authorizing the execution of this Agreement and all Ancillary Agreements to which PSI is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; (iii) a good standing certificate for PSI issued by Purchaserthe Secretary of State of the State of Delaware no earlier than ten (10) calendar days prior to the Closing Date; and (3iv) a certificate of such other usual and customary documents and instruments as the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserShareholders may reasonably request.

Closing Deliveries. At the Closing: (Aa) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇Europe and the Families’ Agents shall deliver, or cause to be delivered (with certified copies delivered to each others), to Newco, Bidco and the PE Fund: (i) duly completed signed transfer forms (ordres de mouvement) in favor of Newco or Bidco, as the case may be, with respect to the Target Shares sold or contributed to Newco or Bidco, as the case may be, pursuant to this Agreement, which when all such transfer forms are taken together, effect the transfer to Newco or Bidco, as the case may be, of all the Target Shares to be delivered as at the Closing; (ii) duly completed and signed tax transfer forms (formulaire Cerfa n°2759 DGI) in respect of all the Target Shares to be sold to Bidco in accordance with the terms of this Agreement (three (3) original copies per Seller), it being expressly agreed that Bidco shall sign such forms and that a single tax transfer form shall be completed for sold shares originally divided between bare ownership (nue-propriété) and usufruct (usufruit); (iii) the up-to-date transfer register (registre des mouvements de titres) and the shareholders’ accounts (fiches individuelles d’actionnaires) of the Target duly indicating the transfer to Newco or Bidco, as the case may be, of all the Target Shares to be transferred at the Closing, free and clear of all Encumbrances; (iv) the subscription forms corresponding to the subscriptions described in Sections 3.2 to 3.4 and 4.1 to 4.4; (v) the minutes of the extraordinary general meeting of the Target’s shareholders (actionnaires commanditaires) and the meeting of the Target’s unlimited partners (associés commandités) which, inter alia, approve and authorize, subject to the Closing, the Conversion of the Target, approve Newco and Bidco as new Shareholders of the Target and, as the case may be, approve the pledge to be granted to the Banks and its beneficiary; Table of Contents (vi) a copy of the powers of attorney, in agreed form, for each Seller that shall not attend the Closing; (vii) reliance letters for the VDD Report to Newco, Bidco and the Banks in satisfactory form for them; (viii) a copy of the ▇▇▇▇▇▇ Gras Savoye Ré Agreement duly signed, according to Clause 10.3; and (ix) a copy of the duly completed signed transfer forms in favor of Target and the corresponding duly completed and signed tax transfer forms for the ▇▇▇▇▇ ▇. Minority Shares and the Gras Minority Shares, according to Section 9.4. (b) Bidco and the PE Fund shall deliver to ▇▇▇▇▇▇ (collectively, Europe and the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate Families’ Agents evidence of the Secretary of Seller certifying, as complete and accurate as wire transfers relating to the full payment of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingPurchase Price in accordance with Section 8.2. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (i) At the Closing: (A) Seller , unless otherwise provided, Buyer shall deliver deliver, or cause to Purchaserbe delivered, to Sellers, as applicable, the following, dated as of the Closing Date and executed for and on behalf of Buyer by a duly authorized officer thereof: (1) certificates representing the SharesPurchase Price, duly endorsed which shall be delivered in blank or accompanied by stock powers duly executed in proper the form for of a wire transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer ’s designated account of immediately available funds in an amount equal to an account designated in writing by Seller or by the transfer Base Price minus the unpaid principal and interest on all of readily marketable securities acceptable to Seller and Purchaser in such amountthe Bridge Notes; (2) the Assignment Agreementoriginal of each of the Bridge Notes for cancellation in accordance with the terms thereof, duly executed by Purchasertogether with a termination of the Security Agreements in accordance with their terms, and any UCC termination statements and other filings relating thereto; (3) one or more instruments of assumption, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (4) the certificates and other documents required to be delivered pursuant to Section 8.2; and (5) any and all other instruments, certificates and agreements contemplated by Article VIII or Article IX hereof or as Sellers may reasonably request in order to effectively make Buyer responsible for all Assumed Liabilities pursuant hereto to the fullest extent permitted by applicable law. (ii) At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer the following, dated as of the Closing Date and executed for and on behalf of Sellers by duly authorized officers thereof: (1) a ▇▇▇▇ of sale, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (2) one or more instruments of assumption, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (3) a certificate an instrument of assignment of Patents, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (4) an instrument of assignment of Copyrights, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (5) an instrument of assignment of Trademarks, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (6) the certificates and other documents required to be delivered pursuant to Section 8.1; and (7) any and all other instruments, certificates and agreements contemplated by Article VIII hereof or as Buyer may reasonably request in order to effectively transfer to Buyer all of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying Purchased Assets pursuant hereto to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed fullest extent permitted by Purchaserapplicable law.

Closing Deliveries. At Upon the terms and subject to the condition of this Agreement, to consummate the transactions set forth in Section 1.02 and without double-counting any amount transferred at closing pursuant to any Related Agreement, at the Closing: (Aa) Seller shall deliver subject to Purchaser: (1any adjustment pursuant to Sections 1.05(c) certificates representing the Sharesand 5.21, duly endorsed Purchaser shall, on behalf of itself and/or one or more of its Affiliates, pay to Sellers an aggregate amount in blank or accompanied by stock powers duly executed in proper form for transfer cash equal to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A $2,000,000,000 (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment"“Purchase Price”) by wire transfer of immediately available funds in the amounts and to an account the account(s) designated by LNC in writing by Seller or by at least three (3) Business Days prior to the transfer Closing Date, with the exact amount of readily marketable securities acceptable each payment to Seller and Purchaser be determined according to the allocation methodology provided for in such amountSection 5.23 hereof; (2b) Lincoln Life, LAL and Lincoln Barbados shall cede or retrocede to Purchaser (or a Purchaser Affiliate) the Assignment AgreementInsurance Contracts and Purchaser (or a Purchaser Affiliate) shall reinsure the Insurance Contracts pursuant to the Reinsurance Agreements; (c) LNC shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing, all the outstanding capital stock of Lincoln Bermuda, Linsco, Old Fort, LRRMS, LNMS, LNRM, LNSS, LNII, Lincoln China and KLRS and (ii) all of the outstanding capital stock of SER owned by LNC, in each case, accompanied by stock powers duly executed by Purchaser; andin blank or duly executed instruments of transfer; (3d) Lincoln Life shall deliver to Purchaser (or a certificate Purchaser Affiliate) certificates representing all the outstanding capital stock of LNH&C and LNRAC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (e) LNC and Lincoln Life will transfer to Purchaser (or a Purchaser Affiliate) the Secretary Transferred Assets owned by them (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(d)) by a ▇▇▇▇ of Sale and General Assignment; (f) Lincoln Barbados will transfer to Purchaser certifying (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and attaching all requisite resolutions Transferred Statutory Assets having a value determined pursuant to Section 1.04(e)) by a ▇▇▇▇ of Sale; (g) LAL will transfer to Purchaser (or actions a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(f)) by a ▇▇▇▇ of Sale; (h) LNC, Lincoln Life, LAL and Lincoln Barbados shall transfer to Purchaser (or a Purchaser Affiliate), and Purchaser (or a Purchaser Affiliate) shall assume, the board Assumed Liabilities pursuant to the LNC and Lincoln Life Assumption of directors Liabilities and Assignment of Purchaser, approving the execution and delivery of this Contracts Agreement and the consummation Lincoln Barbados Assumption of Liabilities and Assignment of Contracts Agreement; (i) To document the transactions contemplated by this Agreementset forth in Section 1.02 and certain related transactions, Sellers shall, and certifying to shall cause each applicable Company to, enter into and/or deliver and Purchaser and the incumbency Purchaser Affiliates shall, as applicable, enter into and signatures of deliver: (i) the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.Lincoln Life Coinsurance Agreement; (ii) the Lincoln Life Funds Withheld Coinsurance Agreement; (iii) the Lincoln Life Modified Coinsurance Agreement; (iv) the Lincoln Life Administrative Services Agreement; (v) the Lincoln Barbados Coinsurance Agreement; (vi) the Lincoln Barbados Funds Withheld Coinsurance Agreement; (vii) the Lincoln Barbados Modified Coinsurance Agreement; (viii) the Lincoln Barbados Coinsurance/Modified Coinsurance Agreement;

Closing Deliveries. At (a) On or prior to the Closing: , Amyris shall deliver, or cause to be delivered, to Nikko a certificate of Amyris’ Secretary or other duly authorized officer, in a form reasonably acceptable to Nikko, certifying that (A) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment attached are true and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached correct copies of the articles resolutions of incorporation Amyris authorizing the execution, delivery and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery performance of this Agreement and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated by this Agreement, (B) all such resolutions are in full force and certifying to effect and have not been repealed or contravened, (C) such resolutions constitute all the incumbency and signatures of resolutions adopted in connection with the officers of Seller executing transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, on or prior to the Closing, Amyris shall provide (i) written consents to consummate the transaction contemplated hereby, which are issued by all of the financial institution(s) and other Persons lending money to or providing guarantees for Amyris (and whose consent is required for such consummation), (ii) written consent from Akzo Nobel SPG LLC confirming that the Company is entitled to exercise any and all rights under the Akzo Nobel Agreements or other document documentation relating to the Akzo Nobel Agreements reasonably satisfactory to Nikko, (iii) a statement pursuant to Treasury Regulation Section 1.1445-2(b), in a form reasonably satisfactory to Nikko, providing that Amyris is not a “foreign person” for purposes of Section 1445 of the Code, (iv) a list of Amyris’ debt-holders; (v) warranty deed conveying the Real Property to the Company together with any necessary sewer, utility and access easements; (vi) a ▇▇▇▇ of sale and assignment from Amyris conveying to the Company the Assets; (vii) a statement of termination of the UCC financing statement filed for the First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Amyris hereby confirms that it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the transactions contemplated hereby by this Agreement and that no other consent is required to consummate such transactions in accordance with the terms of this Agreement. (b) On or prior to the Closing, each of Nikko Chemicals and Nissa shall deliver, or cause to be executed by Seller; and (4) delivered, to Amyris a certificate of the Secretary of the Company certifyingNikko Chemicals’ or Nissa’s Secretary, as complete applicable, or other duly authorized officer, in a form reasonably acceptable to Amyris, certifying that (A) attached are true and accurate as of the Closing, attached correct copies of the articles resolutions of incorporation Nikko Chemicals or Nissa, as applicable, authorizing the execution, delivery and code performance of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment this Agreement, duly executed by Purchaser; and (3) the other documents and the other documents to which it is a certificate of the Secretary of Purchaser certifying party contemplated hereby and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement thereby and the consummation of the transactions contemplated by this Agreement, (B) all such resolutions are in full force and certifying to effect and have not been repealed or contravened, (C) such resolutions constitute all the incumbency and signatures of resolutions adopted in connection with the officers of Purchaser executing transactions contemplated by this Agreement and any other document contemplated hereby to be executed by Purchaser(D) all of its representations and warranties set forth herein are true and correct. Further, at the Closing, Nikko shall remit the Initial Purchase Price in accordance with Section 2.2.

Closing Deliveries. At Closing, the ClosingParties shall make the following deliveries: (Aa) Seller SolarMax shall deliver make the following deliveries to Purchaserthe JZH Holders: (1i) certificates representing the SolarMax Shares; (ii) the Pledge Agreement, executed by SolarMax; (iii) resolutions of its board of directors relating to authorization of this Agreement, and the issuance of the SolarMax Shares, duly endorsed in blank or accompanied certified by stock powers duly executed in proper form an officer of SolarMax; and (iv) a good standing certificate from the Secretary of State of the State of Nevada as to the good standing of SolarMax. (b) The JZH Holders shall deliver the following documents to SolarMax: (i) share certificates representing the BVI Shares for transfer to PurchaserSolarMax accompanied by an instrument of transfer conveying all right, title and interest in and to the BVI Shares to SolarMax; (2ii) an Assignment and Assumption the Pledge Agreement, executed by the BVI Holders; (iii) a copy of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement register of members of BVI HoldCo dated as of December 27the Closing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, which reflects the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, transfer of the "Optionees"), duly executed by Seller and each OptioneeBVI Shares from the JZH Holders to SolarMax; (3iv) a certificate copy of the Secretary register of Seller certifying, as complete and accurate directors of BVI HoldCo dated as of the ClosingClosing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, attached copies which reflects the resignation of all previous directors of BVI HoldCo and the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions composition of the board of directors of Seller and BVI HoldCo consisting solely of individuals designated by SolarMax; (v) instruments signed by each of the sole shareholder record owners (the “Record Owners”) of the Company approving the execution and delivery Interest as of date of this Agreement as set forth on Exhibit A under the heading “Record Owners” pursuant to which they (A) confirm that they are the record owners of the Company Interests set forth on Exhibit A, (B) consent to and the consummation of approve this Agreement and the transactions contemplated by this Agreement, and certifying ; (C) confirm that they have irrevocably assigned their ownership in the Company Interests to the incumbency and signatures HK Intermediate HoldCo; (D) agree that they will take all action necessary to obtain regulatory approval of the officers transfer of Seller executing this Agreement their ownership of the Company Interests to HK Intermediate HoldCo; (E) confirm that there is no action or proceeding pending or threatened which could impair their ability to complete the transfer to HK Intermediate HoldCo; (F) confirm that, except for their agreement to transfer the Company Interests to HK Intermediate HoldCo, their Company Interests are subject to no Encumbrances; and any (G) such other document contemplated hereby matters as SolarMax or its counsel may request; (vi) the written legal opinion of the PRC counsel for the Company, addressed to be SolarMax and dated as of the Closing Date, in the form set forth in Exhibit B-1; (vii) the written legal opinion of the BVI counsel for BVI HoldCo, addressed to SolarMax and dated as of the Closing Date, in the form set forth in Exhibit B-2; (viii) stock powers executed by Sellerin blank transferring the SolarMax Shares to SolarMax as provided in the Pledge Agreement; (ix) the complete set of company stamps (including common stamp, stamps for contractual purpose, financial stamps, legal representative stamps) and business licenses of each Group Company; and (4x) a certificate written resolutions of the Secretary members of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, BVI HoldCo approving the execution Transaction and delivery of this Agreement and waiving any rights under the consummation of BVI Articles for which waiver is required in order to consummate the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserTransaction.

Closing Deliveries. (i) At the Closing: (A) , Seller shall deliver to Purchaserwill deposit with Escrow Agent the following documents executed and acknowledged, as applicable: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserDeed; (2) the ▇▇▇▇ of Sale; (3) the Assignment of Resident Agreements; (4) the Assignment of Rights; (5) the Assignment of Trade Names; (6) an Assignment and Assumption of Option Agreement owner’s affidavit in substantially the form reasonably agreed to by the parties; (7) a non-foreign affidavit in the form attached hereto as Exhibit A 16(b)(i)(7); (8) a transition services agreement which will be negotiated by the parties in good faith during the Due Diligence Period and will allow New Operator to transition operations of the Facility in an orderly manner after Closing (the "“Transition Services Agreement”); (9) the Holdback Escrow Agreement; (10) a counterpart original of a Washington State Real Estate Excise Tax Affidavit; and (11) such other items as may be reasonably requested in order for Seller to comply with the terms of this Agreement. (ii) At the Closing, Purchaser shall deposit with Escrow Agent the following: (1) the Purchase Price less the Deposit; (2) executed counterparts of the Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amendedResident Agreements, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectivelyAssignment of Rights, the "Optionees")Assignment of Trade Names, duly executed by Seller the Transition Services Agreement and each Optioneethe Holdback Escrow Agreement; (3) a certificate one-half (1/2) of the Secretary basic escrow fee; (4) any and all transfer, excise, sales tax, stamp and similar fees and taxes; (5) all escrow fees and charges allocable to Purchaser’s financing for this transaction and its share of Seller certifying, as complete and accurate as prorated items; (6) an executed counterpart original of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellera Washington State Real Estate Excise Tax Affidavit; and (47) a certificate such other items as may be reasonably requested in order for Purchaser to comply with the terms of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingthis Agreement. (Biii) Seller shall pay the recording fee on the Deed; the cost of a standard owner’s title insurance policy; one-half (1/2) of the escrow fee, other than any portion thereof allocable to Purchaser’s financing for this transaction; and its share of prorated items. Each party shall pay its own attorneys’ fees. Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller be responsible for any premiums, costs or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreementcharges for extended title coverage, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaserendorsements, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreementlender’s coverage, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any all other document contemplated hereby to be executed by Purchasersimilar amounts.

Closing Deliveries. At the Closing:, in addition to the payment by Purchaser of the Estimated Purchase Price and the payment by the Company of the Share Redemption Cash Consideration, if any, in each case pursuant to Section 2.5, (Aa) Seller Purchaser shall deliver or cause to Purchaserbe delivered: (1) to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Purchaser, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Purchaser is a party; (2) to Seller, the certificates representing referenced in Sections 6.4(a)(1) and (b)(1); and (3) to Seller and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Purchaser and/or its Affiliates (other than the Company) is a party, duly executed by Purchaser and/or such Affiliates of Purchaser (other than the Company). (b) Seller shall deliver or cause to be delivered: (1) to Purchaser, a certificate or certificates evidencing all of the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer to Purchaseron the stock transfer books of the Company and with any requisite stock transfer Tax stamps properly affixed thereto; (2) to Purchaser, a certificate or certificates evidencing the cancellation of all of the Redeemed Shares; (3) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Seller, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Seller is a party; (4) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company or any Affiliate of Seller that is a party to any Transaction Agreement, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Company or such Affiliate, as the case may be, evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which the Company or such Affiliate, as the case may be, is a party; (5) to Purchaser, an Assignment affidavit in a form reasonably satisfactory to Purchaser, stating under penalties of perjury its U.S. taxpayer identification number and Assumption that it is not a foreign person within the meaning of Option Section 1445(b)(2) of the Code; (6) to Purchaser, copies of the resignations referenced in Section 6.3(a); (7) to Purchaser, the certificates referenced in Sections 6.2(a) and (b); (8) to Life Reinsurer, the certificates referenced in Sections 6.2(a) and (b); (9) to Purchaser, the Books and Records of the Company in accordance with Section 5.20; (10) to Purchaser, the releases contemplated by Section 5.9(a); (11) to Purchaser, a copy of each Assigned Pre-Closing Confidentiality Agreement in substantially accordance with Section 5.1(e); and (12) to Purchaser and Life Reinsurer, counterparts of each of the form attached hereto as Exhibit A Transaction Agreements (other than the "Assignment Agreement"), relating Closing Date Reinsurance Agreements) to which Seller and/or its Affiliates (including the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees")Company) is a party, duly executed by Seller and each Optionee;and/or such Affiliates (including the Company). (3c) Life Reinsurer shall deliver or cause to be delivered: (1) to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Seller certifyingLife Reinsurer, dated the Closing Date, as complete to the resolutions duly and accurate as validly adopted by the Board of Directors of Life Reinsurer evidencing its authorization of the Closingexecution, attached copies of the articles of incorporation delivery and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying other Transaction Agreements to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to which Life Reinsurer is or will be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountparty; (2) to Seller, the Assignment Agreement, duly executed by Purchasercertificates referenced in Sections 6.4(a)(2) and (b)(2); and (3) a certificate to Purchaser and Seller, counterparts of each of the Secretary of Purchaser certifying and attaching all requisite resolutions Transaction Agreements to which Life Reinsurer is or actions of the board of directors of Purchaserwill be a party, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be duly executed by PurchaserLife Reinsurer.

Closing Deliveries. At the Closing, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (Aa) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment a Contribution and Assumption of Option Agreement substantially in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each OptioneeC; (3b) for the Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Consideration; (c) an affidavit from the Contributor in the form of Exhibit D, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Holdings or a Participating Entity and other indicia of ownership with respect to Holdings and each Participating Entity that are in the Contributor’s possession or that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of any Participating Entity shall be delivered or made available to the Company; (e) a certificate of from the Secretary of Seller certifying, as complete Contributor affirming that the representations and accurate warranties made by the Contributor pursuant to this Agreement remain true and correct in all material respects as of the Closing Date; (f) the Operating Partnership Agreement; (g) a lockup agreement in the form attached hereto as Exhibit K; (h) a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a Voting Agreement substantially in the form attached hereto as Exhibit G; (j) if requested by the Company, certified copies of all organizational documents for the Contributor, together with certified copies of all appropriate limited liability company actions authorizing the execution, delivery and performance by the Contributor of this Agreement, any related documents and the Closing Documents; (k) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, attached copies has consented to the transaction as required by any loan document, deed of the articles trust, mortgage or other evidence of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of indebtedness related to any Property; (l) any other documents reasonably requested by the Company approving or the execution Operating Partnership to assign, transfer, convey, contribute and delivery deliver the Holdings Interests, free and clear of this Agreement all Encumbrances, and the consummation of effectuate the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellerhereby; and (4m) a certificate all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the recording of the Secretary of the Company certifying, as complete Contribution and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingAssumption Agreement is required. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At or prior to the Closing:, the Company shall issue, deliver or cause to be delivered to the Purchasers or the Placement Agent, as applicable, the following (the “Company Deliverables”): (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment this Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneethe Company; (3ii) a certificate of the Secretary of Seller certifyingcustomary legal opinion from Company Counsel, as complete and accurate dated as of the ClosingClosing Date, attached executed by such counsel and addressed to the Purchasers and the Placement Agent; (iii) facsimile copies of the articles of incorporation issued and code of regulations of Seller, certifying duly executed Shares and attaching all requisite resolutions or actions Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement; (iv) a copy of the board of directors of Seller irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and of acknowledged in writing by the sole shareholder of Company’s transfer agent (the Company approving “Transfer Agent Instructions”); (v) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Registration Rights Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be duly executed by Sellerthe Company; and (4vi) a certificate of the Secretary of the Company certifyingCompany, as complete and accurate dated as of the ClosingClosing Date, attached copies (a) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the articles Securities, and (b) certifying the current versions of the certificate of incorporation and code of regulations bylaws of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (Bb) At or prior to the Closing, each Purchaser shall deliver or cause to Seller:be delivered to the Company the following (the “Purchaser Deliverables”): (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (3iv) a certificate of fully completed and duly executed Investor Questionnaire in the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of form provided by the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserCompany.

Closing Deliveries. (a) At or prior to the Closing:, the Company will issue, deliver or cause to be delivered to the Purchaser (or to each Individual Purchaser, as the case may be) the following (“Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.2(b)), evidencing the Shares to be purchased by each Individual Purchaser, which for any such Individual Purchaser shall be equal to (A) Seller shall deliver ( 1) the aggregate number of shares of Common Stock to be purchased by the Purchaser: , multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, and (B) (1) certificates representing the Sharesaggregate number of shares of Nonvoting Preferred Stock to be purchased by the Purchaser, duly endorsed multiplied by (2) the percentage allocation specified for such Individual Purchaser in blank Annex I hereto, registered in the name of the applicable Individual Purchaser or accompanied by stock powers duly executed in proper form for transfer to as otherwise set forth on such Individual Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (“Stock Certificates”); (2iii) an Assignment and Assumption a legal opinion of Option Agreement Company Counsel, dated as of the Closing Date, in substantially the form attached hereto as Exhibit A (the "Assignment Agreement")B, relating executed by such counsel and addressed to the Option Agreement dated Purchaser, which opinion shall be identical in all material respects to any opinion that may be delivered to the Other Purchasers as part of December 27, 2001, as amended by that certain amendment dated December 31, 2003 the Private Placement; (as amended, iv) the "Option Registration Rights Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneethe Company; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4v) a certificate of the Secretary of the Company certifyingCompany, in the form attached hereto as complete and accurate Exhibit C, dated as of the ClosingClosing Date, attached copies (a) certifying the resolutions adopted by the Board of Directors approving the transactions contemplated by the Transaction Documents, including the issuance of the articles Shares under this Agreement and the shares of incorporation and code Common Stock under the Other Purchase Agreements, (b) certifying the current versions of regulations the Constituent Documents of the Company, and (c) certifying as to the signatures and authority of the individuals signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate of the Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the incumbency fulfillment of the officers conditions specified in Sections 5.l(a), 5.l(b) and directors 5.lG); and (vii) a Certificate of Good Standing and a Certificate of Existence for the Company from the Louisiana Secretary of State dated as of the Closinga recent date. (Bb) At or prior to the Closing, the Purchaser shall (or each Individual Purchaser, as the case may be) will deliver or cause to Seller:be delivered to the Company the following (“Purchaser Deliverables”): (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment this Agreement, duly executed by each Individual Purchaser; (ii) the Subscription Amount, in U.S. dollars and in immediately available funds, by wire transfer in accordance with the Company’s written instructions; provided that each Individual Purchaser shall so deliver its portion of the Subscription Amount in the amount specified for such individual in Annex I hereto. (iii) the Registration Rights Agreement, duly executed by each Individual Purchaser; and (3iv) a certificate of fully completed Stock Certificate Questionnaire for each Individual Purchaser in the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.form attached hereto as Exhibit A.

Closing Deliveries. (a) At the Closing, Parent will deliver, or cause to be delivered, to Buyer: (i) the Deed, duly executed and acknowledged by Seller and in recordable form; (ii) the ▇▇▇▇ of Sale, duly executed by Seller; (iii) copies of all Seller’s Required Consents obtained by Parent or Seller ; (iv) the certificate of incorporation, certificate of formation or similar formation document of each of Parent and Seller, certified as of a date not earlier than 15 days prior to the Closing Date, by the office of the Secretary of State of such entity’s organization; (v) a certificate of good standing with respect to (A) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27a date not earlier than 20 days prior to the Closing Date, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, from the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate office of the Secretary of State of such entity’s organization and from the office of Secretary of State of each state in which Seller certifyingis qualified or licensed to do business as a foreign limited liability company, and (B) Parent, dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization; (vi) copies, certified on the Closing Date by the Secretary or Assistant Secretary of each of Parent and Seller of corporate or limited liability company resolutions, as complete and accurate as of the Closingapplicable, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, and the consummation of the transactions contemplated by this Agreement, hereby and certifying to thereby; (vii) a certificate dated the incumbency Closing Date of the Secretary or Assistant Secretary of each of Parent and Seller identifying the name and title and bearing the signatures of the respective officers of Seller executing thereof authorized to execute and deliver this Agreement and any other document contemplated hereby each Ancillary Agreement to be executed which Parent or Seller is a party; (viii) a complete copy of the Organizational Documents as in effect on the Closing Date of each of Parent and Seller, certified by the Secretary or Assistant Secretary of each of Parent and Seller; and (4ix) a certificate such other documents as Buyer may reasonably request to carry out the purposes of the Secretary of the Company certifying, as complete and accurate as of this Agreement. (b) At the Closing, attached copies Buyer will issue to Cinergy Corp. in full satisfaction of the articles of incorporation and code of regulations of Purchase Price one or more promissory notes, each in substantially the Company, and certifying form attached as Exhibit A to the incumbency of Buyer’s Petition filed with the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver Indiana Utility Regulatory Commission in Cause No. 42311 on October 18, 2002. In addition, Buyer will deliver, or cause to be delivered, to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2i) the Assignment Assumption Agreement, duly executed by Purchaser; andBuyer; (3ii) copies of all Buyer’s Required Consents obtained by Buyer; (iii) the certificate of incorporation, certificate of formation or similar formation document of Buyer , certified as of a certificate date not earlier than 20 days prior to the Closing Date, by the office of the Secretary of Purchaser certifying and attaching all requisite State of such entity’s organization; (iv) copies, certified on the Closing Date by the Secretary or Assistant Secretary of Buyer, of corporate resolutions or actions of the board of directors of Purchaser, approving authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is a party, and the consummation of the transactions contemplated by this Agreement, hereby and certifying to thereby; (v) a certificate dated the incumbency Closing Date of the Secretary or Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers of Purchaser executing thereof authorized to execute and deliver this Agreement and any each Ancillary Agreement to which Buyer is a party; (vi) a complete copy of the Organizational Documents as in effect on the Closing Date of Buyer, certified by the Secretary or Assistant Secretary of Buyer; and (vii) such other document contemplated hereby documents as Seller or Parent may reasonably request to be executed by Purchasercarry out the purposes of this Agreement.

Closing Deliveries. At the Closing: (Aa) Seller each Founder shall deliver or cause to Purchaserbe delivered: (1i) to New United, such documents or instruments as may be necessary or that New United may reasonably request in order to effect the merger of each of the Founder Newcos into New United, in accordance with the Founder Newco Merger Agreements and this Agreement, including (if applicable) (A) delivery of certificates representing all of the issued and outstanding limited liability company membership interests of the applicable Founder Newco for cancellation against delivery of the applicable Founder Consideration Shares and (B) evidence of the full and unconditional release of any Liens and Restrictions on the shares of United Common Stock held by each of the Founder Newcos, as set forth in Section 2.2(b); (ii) to Liberty, Liberty Global, New United and each other Founder, duly executed counterparts of the Stockholders Agreement; (iii) to New United and each other Founder, duly executed counterparts of the Voting Agreement; and (iv) if such Founder is a Series E Holder, (A) to United, the stock certificate or stock certificates representing all shares of United Series E Preferred Stock held by such Series E Holder for cancellation against delivery of the appropriate number of shares of Surviving Entity Class A Stock, as contemplated by the United/New United Merger Agreement, and (B) to New United and each other Series E Holder, duly executed counterparts of the Exchange Agreement. (b) Liberty Global shall deliver or cause to be delivered: (i) to New United, the stock certificate or stock certificates representing the Liberty Global Shares, all duly endorsed in blank or accompanied by with separate notarized stock powers attached thereto duly executed in blank and otherwise in proper form for transfer to Purchaserwith all necessary documentary or transfer tax stamps affixed; (2ii) an Assignment to New United, Liberty and Assumption each Founder, duly executed counterparts of Option the Stockholders Agreement; (iii) to New United and Liberty, duly executed counterparts of the Standstill Agreement in substantially and the form attached hereto as Exhibit A Registration Rights Agreement; and (iv) to New United and Liberty, duly executed counterparts of the "Assignment New United Covenant Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 . (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. c) ▇▇▇▇▇▇▇▇▇ shall deliver to New United a stock certificate representing one share of United Class A Stock, ▇▇▇▇▇▇▇ ▇duly endorsed in blank or with a separate notarized stock power attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documents or transfer tax stamps affixed. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 50 (collectivelyd) Liberty shall deliver or cause to be delivered: (i) to New United, (A) the "Optionees")Belmarken Notes or the proceeds thereof, in each case in proper form for transfer, (B) appropriate instruments, duly executed by Seller Liberty Sub, assigning all of Liberty Sub's rights and obligations under the Belmarken Loan Agreements, (C) payment of the Cash Contribution, (D) the Note Shares and (E) the Liberty UPC Bonds and/or the Restructuring Proceeds, in each Optioneecase in proper form for transfer; (3ii) a certificate to New United and LMI, duly executed counterparts of the Secretary of Seller certifyingNo Waiver Agreement; (iii) [Reserved.] (iv) to New United, as complete Liberty Global and accurate as each Founder, duly executed counterparts of the ClosingStockholders' Agreement; (v) to New United and Liberty Global, attached copies duly executed counterparts of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Standstill Agreement and the consummation Registration Rights Agreement; (vi) to United and Liberty Global, duly executed counterparts of the transactions contemplated by this United/Liberty Agreement; (vii) to Liberty Global and New United, and certifying to the incumbency and signatures duly executed counterparts of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerNew United Covenant Agreement; and (4viii) a certificate to UIPI (A) payment of the Secretary Note Repayment Amount by delivery of cash, Liberty 2009 Notes or a combination thereof, as provided in Section 2.3 and (B) if applicable, a duly executed counterpart of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingLiberty 2009 Notes Registration Rights Agreement. (Be) Purchaser New United shall deliver or cause to Sellerbe delivered: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars to Liberty Global or the appropriate 4 Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Global Consideration Shares; (ii) to each Founder, newly issued stock certificates representing the Founder Consideration Shares to be issued to such Founder pursuant to Section 2.2(b), registered in the name of such Founder; (iii) to Liberty or the appropriate Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Consideration Shares and the Liberty Contribution Shares; (iv) to Liberty, appropriate instruments, duly executed by New United, assuming all of Liberty Sub's obligations under the Belmarken Loan Agreements; (v) to Liberty and LMI, duly executed counterparts of the No Waiver Agreement; (vi) to Liberty Global, Liberty and each Founder, duly executed counterparts of the Stockholders Agreement; (vii) to each Founder, duly executed counterparts of the Voting Agreement; (viii) to Liberty Global and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; (ix) to United, duly executed counterparts 4 of the Certificate of Merger and the Preferred Exchange Agreement; (x) to each Series E Holder, duly executed counterparts of the Exchange Agreement; and (xi) to Liberty and Liberty Global, duly executed counterparts of the New United Covenant Agreement. (f) United shall deliver or cause to be delivered: (i) to New United, duly executed counterparts of the Certificate of Merger and the Preferred Exchange Agreement; 51 (ii) to Liberty, (A) the $6,028,690310,000,000 Notes for cancellation against payment of the Note Repayment Amount by delivery of cash, Liberty 2009 Notes or a combination thereof, as provided in Section 2.3, (B) if applicable, a counterpart of the Liberty 2009 Notes Registration Rights Agreement, duly executed by UIPI and United and (C) an appropriate instrument, duly executed by United and by each beneficiary of the "Closing Cash Payment"Liberty Guaranty, irrevocably releasing Liberty from all of its obligations under the Liberty Guaranty; and (iii) to Liberty and Liberty Global, duly executed counterparts of the United/Liberty Agreement; and (iv) to each Series E Holder, newly issued stock certificates representing the shares of Surviving Entity Class A Stock to be issued to such Series E Holder, as contemplated by the United/New United Merger Agreement, registered in the name of such Series E Holder. (g) LMI shall deliver or cause to be delivered to New United and Liberty, duly executed counterparts of the No Waiver Agreement. (h) Each of the parties shall also deliver or cause to be delivered the certificates, opinions and other documents required by Articles VIII, IX, X, XI and XII. (i) All shares of New United Class C Stock required to be delivered to a Liberty Party shall be represented by newly issued stock certificates registered in the name of the applicable Liberty Party or, at its direction, an Affiliate thereof. All payments of cash to be made to a party or an Affiliate thereof shall be made by wire transfer of immediately available funds to an account designated in writing by Seller or accounts at a domestic bank identified by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed applicable party by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying written notice to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby party making or causing to be executed by Purchasermade such payment at least three Business Days prior to the applicable Closing.

Closing Deliveries. (a) At the Closing, Purchaser and each other Investor will deliver, or execute and deliver as applicable, to the Company: (Ai) Seller shall deliver the Exit Loan Facility Agreements to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaserwhich such Investor is a party; (2ii) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") Purchase Shares Purchase Price by wire transfer of immediately available funds to an the account designated in writing by Seller or by the transfer of readily marketable securities acceptable Company at least two business days prior to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by PurchaserClosing Date; and (3iii) a certificate the initial advances and the initial letters of credit contemplated by the Exit Loan Facility and the Restructuring. The Purchase Shares Purchase Price and the initial advances to be made under the Exit Loan Facility may be paid in part from the release to the Company of the Secretary of Purchaser's ▇▇▇▇▇▇▇ money deposit (together with earnings thereon) made pursuant to Section 1.2 hereof. (b) At the Closing, the Company, and to the extent applicable, its Subsidiaries, will deliver, or execute and deliver as applicable, to Purchaser certifying and attaching all requisite resolutions the other Investors: (i) the Exit Loan Facility Agreements; (ii) the Registration Rights Agreement; (iii) one or actions more certificates representing the Investors' allocable portion of the board Purchase Shares free and clear of directors any Liens; (iv) the officers' certificates referenced in Section 5.1(c); (v) such other documentation as Purchaser may reasonably request evidencing that all conditions to the Closing contained in Section 5.1 hereof have been satisfied or waived, including without limitation the exclusion of Purchaser, approving any Excluded Assets from the execution and delivery assets of this Agreement and the consummation Reorganized PSC; (vi) certified copies of the transactions contemplated by this AgreementU.S. Bankruptcy Court Confirmation Order, and certifying to the incumbency and signatures extent required, the comparable order of the officers of Purchaser executing this Agreement Canadian Court, and any other document relevant orders of the U.S. Bankruptcy Court or the Canadian Court in connection with the Restructuring; (vii) all other documents, certificates, instruments or writings reasonably requested by Purchaser in connection herewith (together with the documents referred to above and the notes issuable pursuant to the Restructuring as described in Exhibit A, the "Ancillary Documents"). (c) At the Closing, the Company will deliver to Purchaser one or more certificates representing the Exit Loan Commitment Shares free and clear of any Liens. (d) At the Closing, the Company and its Subsidiaries will repay all amounts due under the Icahn DIP Facility and the Icahn DIP Approval Order from the proceeds of the Exit Loan Facility or such other sources as the Company may determine. (e) At the Closing, the Company and its Subsidiaries shall make such other distributions to their creditors as are contemplated hereby by the Bankruptcy Plan and the terms and conditions set forth on Exhibit A. (f) Certificates for shares of capital stock to be executed delivered by Purchaserthe Company hereunder shall be made to the applicable Investor or the nominee or designee as such Investor shall specify to the Company prior to the Closing.

Closing Deliveries. At (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following to Buyer: (i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly executed by a duly authorized officer of Seller or its applicable Affiliate; (ii) a receipt acknowledging receipt of the Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of Seller; (iii) the tangible Purchased Assets; provided, that (A) Seller shall deliver delivery shall, unless the Parties otherwise mutually agree, be to Purchaser: the locations set forth in Schedule 2.4.2(a)(iii) and which may be delivered (1) certificates representing [***] with respect to Sections 2.1.1(a) (Purchased Regulatory Approvals) and 2.1.1(b) (Purchased Regulatory Documentation), (2) [***] with respect to Section 2.1.1(d) (Purchased Intellectual Property) [***] under Section 2.1.1(c) and, (3) [***] and (B) Seller may retain copies of the SharesPurchased Regulatory Documentation included within the Purchased Assets (and, duly endorsed in blank for the avoidance of doubt, prior to delivering or accompanied by stock powers duly executed in proper form for transfer making available any files, documents, instruments, papers, books and records constituting Purchased Regulatory Documentation to PurchaserBuyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); (2iv) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerFDA Transfer Letter; and (4v) a certificate of the Secretary of the Company certifying, as complete and accurate as of Seller Health Canada Transfer Letter. (b) At the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser Buyer shall deliver the following to Seller: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars each of the Ancillary Agreements ($6,028,690other than the Pharmacovigilance Agreement and the Quality Agreement) (the "Closing Cash Payment") to which Buyer or any of its Affiliates is a party, validly executed by wire transfer a duly authorized officer of immediately available funds to an account designated in writing by Seller Buyer or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountits applicable Affiliate; (2ii) the Assignment Agreement, duly executed by PurchaserClosing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); (iii) the Buyer FDA Transfer Letter; and (3iv) the Buyer Health Canada Transfer Letter. (c) Buyer shall conduct a certificate quality and completeness review of the Secretary Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of Purchaser certifying any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and attaching all requisite resolutions in good faith believes are related to the transfer of such Purchased Regulatory Documentation (and not, for example, related to Buyer system capabilities or actions compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s notice of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchasersame.

Closing Deliveries. At the Closing, the parties shall cause the following to be delivered: (Aa) Seller shall Clyra will deliver to PurchaserScion and the Company the following items: (1) certificates representing the Sharesan Officer’s Certificate executed on behalf of Clyra by one of its officers, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption providing a copy of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors and shareholders of Seller and of the sole shareholder of the Company Clyra approving the execution and delivery of this Agreement and the other agreements and documents to be delivered pursuant hereto and the consummation of the transactions contemplated described herein, and certifying that the resolutions are a true and correct copy; (2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit E transferring and assigning all of the Clyra Assets to the Company; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit F transferring and assigning all of Clyra’s Intellectual Property to the Company. (b) Scion will deliver to Clyra and the Company: (1) a Manager’s Certificate executed on behalf of Scion by its Manager, certifying as to member and manager resolutions, with a copy of such resolutions attached as an exhibit thereto as well as certification that none of the foregoing have been modified, rescinded, or revoked, which resolutions authorize and approve the execution, delivery and performance of this Agreement; (2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit G transferring and assigning all of the Scion Assets to the Company; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit H transferring and assigning all of Scion’s Intellectual Property to the Company; (4) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; and (5) executed Consulting Agreements between the Company and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, substantially in the form attached to this Agreement as Exhibit I. (c) The Company will deliver to Scion: (1) a Secretary’s Certificate executed on behalf of the Company by its Secretary, certifying as to (i) complete and accurate copies of the Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) shareholder and board resolutions authorizing the execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or revoked, and (iii) a list of the directors and officers authorized to sign agreements on behalf of the Company; (2) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the Scion Redeemable Shares, the original of which certificates will be delivered to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerEscrow Agent at Closing; and (4) a certificate of Promissory Note in the Secretary of the Company certifying, form attached to this Agreement as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations Exhibit D executed by an authorized officer of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (Bd) Purchaser shall The Company will deliver to SellerClyra: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars a Secretary’s Certificate executed on behalf of the Company by its Secretary, certifying as to ($6,028,690i) complete and accurate copies of the Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) shareholder and board resolutions authorizing the "Closing Cash Payment"execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or revoked, and (iii) by wire transfer a list of immediately available funds the directors and officers authorized to an account designated in writing by Seller or by sign agreements on behalf of the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountCompany; (2) a counterpart of the Assignment Agreement, duly Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by Purchaseran authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the Scion Redeemable Shares, the original of which certificates will be delivered to the Escrow Agent at Closing; (4) an original share certificate representing all of the Clyra Common Shares and all of the Clyra Preferred Shares; and (5) an executed counterpart of the Promissory Note. (e) The Company will deliver to the Escrow Agent: (1) an executed copy of this Agreement; (2) an executed Escrow Agreement; and (3) a certificate original share certificates representing all of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of PurchaserScion Common Shares, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserScion Redeemable Shares.

Closing Deliveries. At Closing, the ClosingParties shall perform the following acts and shall deliver or cause to be delivered the following documents, which shall be deemed to have concurrently occurred: (Aa) Seller the Purchaser shall subscribe the Shares of the Capital Increase, execute a Shareholders’ Meeting of the Company approving such capital increase, substantially in the form provided in Schedule 4.2(a) hereto, and pay the Primary Purchase Price as described in Section 2.2(a) above in immediately available funds, in accordance with Section 2.3 above; (b) the Purchaser shall pay to the Sellers the Secondary Purchase Price as described in Section 2.2(b) above, in immediately available funds, in accordance with Section 2.3 above; (c) each of the Sellers shall deliver to Purchaser:the Purchaser a receipt of the portion of the Secondary Purchase Price paid directly to such Sellers, substantially in the form provided in Schedule 4.2(c) hereto; (d) the Sellers shall transfer the Shares of Sellers to the Purchaser by executing the relevant transfer orders in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of the Company, duly signed by the Sellers and shall deliver to the Purchaser a copy of the transfer terms; (e) the Sellers shall cause the Company to make the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of the Company, reflecting the ownership of the Shares by Purchaser and shall deliver to the Purchaser a copy of the relevant annotation; (f) the Sellers shall deliver to the Purchaser a copy of (1) certificates representing the Sharesrelevant transfer order in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of Rock World, duly endorsed reflecting the transfer of the Shares in blank or accompanied Rock World to the Company; and (2) the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of Rock World reflecting the ownership of the Shares in Rock World by stock powers duly executed in proper form for transfer to Purchaserthe Company; (g) the Purchaser and Sellers shall execute the Company Shareholders’ Agreement substantially in the form provided in Schedule 4.2(g) hereto; (h) the Purchaser and Sellers shall hold and cause to be held pursuant to the Shareholders’ Agreement of the Company (1) a Shareholders’ Meeting of the Company and a Shareholders’ Meeting of Rock World substantially in form of Schedules 4.2(h)(1) and 4.2(h)(2) hereto to (i) approve amendment of the by-laws of the Company and Rock World, respectively; (ii) approve election of the members of the Board of Directors of the Company and Rock World; and (2) an Assignment a Board of Directors’ Meeting of the Company and Assumption a Board of Option Agreement Directors’ Meeting of Rock World to approve election of the officers of the Company and Rock World; (i) the Purchaser and Sellers shall execute a pledge agreement of the Pledged Interests, as provided in Section 8.8 below, substantially in the form attached hereto as Exhibit A of Schedule 4.2(i) herein; and (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇j) ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving shall execute an employment agreement, substantially in the execution and delivery form of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4Schedule 4.2(j) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingherein. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At the Closing: (A) Seller , the Sellers shall deliver or cause a Company Entity to deliver, as applicable, to Purchaser: (1i) certificates representing The Escrow Agreement executed between the SharesEscrow Agent, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer the Sellers and Purchaser on terms that are mutually acceptable to Purchaserthe parties; (2ii) an Assignment Copies of resolutions, certified by a duly authorized representative of the Company, as to the authorization of this Agreement and Assumption all of Option Agreement the transactions contemplated hereby by the Company; (iii) An assignment of the Membership Interests to Purchaser substantially in the form attached hereto as Exhibit B, duly executed by each Seller, and copies of resolutions or other documentation, certified by a duly authorized representative of the Company, as necessary to admit Purchaser as a member of the Company; (iv) Certificates of existence or similar certificates in North Carolina and each other jurisdiction where any Company Entity is qualified to do business, dated not more than ten (10) Business Days prior to the Closing Date, certifying as to the good standing of each such Company Entity in such jurisdictions; (v) Copies reasonably acceptable to Purchaser of all consents, approvals and notices listed in Section 2.11(a)(v) of the Disclosure Schedule; (vi) A release from each of the Sellers in substantially the form attached hereto as Exhibit C, duly executed in favor of the Company; (vii) Payoff letters (including lien releases) and/or invoices in a form reasonably satisfactory to Purchaser from each of the Persons to which any of the Closing Date Indebtedness listed in Section 2.11(a)(vii) of the Company Disclosure Schedule or any Company Transaction Expenses are payable by any member of the Company Group; (viii) Written resignations of each of the managers, directors and officers of the Company Entities; (ix) A certificate of non-foreign status that complies with Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (x) An IRS Form W-9 duly executed by each of the "Assignment Agreement")Sellers; (xi) A subscription agreement duly executed by each of the Sellers that is mutually acceptable to the parties and reflects customary terms for like agreements, providing for the issuance of the Closing Date Equity Consideration to each Seller; (xii) All books and records of the Company Entities or relating to their businesses and operations; (xiii) Such other documents and instruments as may be reasonably requested by Purchaser. (b) At the Option Closing, Purchaser shall deliver to the Sellers: (i) The Escrow Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amendedexecuted between the Escrow Agent, the "Option Agreement")Sellers and Purchaser on terms that are mutually acceptable to the parties; (ii) A voting letter, in the form agreed to by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees")Sellers, duly executed by Seller and each Optioneethe majority stockholder of Purchaser; (3iii) a certificate Payment of the Secretary of Seller certifyingClosing Date Cash Payment and Closing Date Equity Consideration, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellerin accordance with Section 2.4; and (4iv) a certificate of the Secretary of the Company certifying, Such other documents and instruments as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or may be reasonably requested by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.Sellers

Closing Deliveries. At Parent and Merger Sub must have caused the following documents to be delivered (or tendered subject only to Closing) to Company: (Ai) Seller shall deliver to Purchaser: (1) certificates representing the SharesEscrow Agreement, duly endorsed in blank or accompanied executed by stock powers duly executed in proper form for transfer to PurchaserParent; (2ii) an Assignment the Exchange Agent Agreement executed by the Exchange Agent and Assumption of Option Agreement Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as Exhibit A of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (the "Assignment Agreement")vi) a certificate, relating to the Option Agreement dated as of December 27the Closing Date, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller duly authorized officers of Parent and each OptioneeMerger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (3vii) a certificate of the Secretary of Seller certifying, as complete Parent certifying and accurate as of the Closing, attached attaching copies of the articles bylaws of incorporation and code of regulations of SellerParent, certifying and attaching all requisite resolutions or actions of the Parent’s board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Companyhereby, and certifying to the incumbency of the officers of Parent executing this Agreement and directors of any other document relating to the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchasertransactions contemplated hereby; and (3viii) a certificate of the Secretary of Purchaser Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of the Merger Sub’s board of directors of Purchaser, and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, and certifying to the incumbency and signatures of the officers of Purchaser Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby to be executed by Purchaserhereby.

Closing Deliveries. At the Closing: (A) Seller , each Party shall deliver make, execute, acknowledge and deliver, or cause to Purchaser: (1) certificates representing be made, executed, acknowledged and delivered through the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amendedAttorney-in-Fact, the "Option Agreement"), by legal documents and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ other items (collectively, the "Optionees")“Closing Documents”) necessary to carry out the intention of this Agreement, duly executed by Seller which Closing Documents and each Optioneeother items shall include, without limitation, the following: (a) for Meruelo Trust, one or more stock certificates registered in the name of Meruelo Trust evidencing the issuance of the Merger Consideration; (3b) an affidavit from Meruelo Trust in the form of Exhibit B, stating, under penalty of perjury, Meruelo Trust’s United States Taxpayer Identification Number and that Meruelo Trust is not a foreign person pursuant to Section 1445(b)(2) of the Code and a comparable affidavit satisfying California and any other state withholding requirements; (c) all title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes held by the Meruelo Entities and other indicia of ownership with respect to S Corp that are in the Meruelo Entities’ possession or that can be obtained through reasonable efforts, and in the case of Meruelo Trust, in its capacity as a shareholder of S Corp; (d) a certificate of from Meruelo Trust affirming that the Secretary of Seller certifying, as complete representations and accurate warranties made by Meruelo Trust pursuant to this Agreement remain true and correct as of the Closing Date and that all obligations to be performed by each of the Meruelo Entities under this Agreement have been performed by each of each of the Meruelo Entities on or before the Closing Date; (e) if requested by the Company, certified copies of all appropriate organizational documents for each Meruelo Entity, together with certified trust or corporate actions authorizing the execution, delivery and performance by each of the Meruelo Entities of this Agreement, any related documents and the Closing Documents; (f) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, attached copies has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (g) an opinion letter from DLA Piper US LLP addressed to the S Corp and to the Company concluding that the Merger qualifies as a reorganization under Section 368 of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of Code; (h) any other documents reasonably requested by the Company approving to assign, transfer, convey, contribute and deliver the execution Participating Entity Interests, free and delivery clear of this Agreement all Encumbrances, and the consummation of effectuate the transactions contemplated by this Agreementhereby, and certifying including, without limitation, any documents necessary to enable the incumbency and signatures Title Insurance Company to issue the Title Policies as of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerClosing Date; and (4i) a certificate all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership is required to file its organizational documentation or in which the recording of the Secretary of the Company certifying, as complete Contribution and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingAssumption Agreement is required. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At the Closing, Seller Parties shall deliver, or cause to be delivered, to Buyer each of the following: (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each OptioneeParties; (3ii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Patent Assignment Agreement, duly executed by PurchaserSeller Parties; (iii) Clinical Manufacturing and Supply Agreement, duly executed by GlaxoSmithKline Trading Services Limited; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (iv) the consents set forth on Schedule 10.1(e); and (3v) a certificate Officer’s Certificate of each Seller Party, dated as of the Secretary Closing Date, signed by a duly authorized officer of Purchaser each Seller Party, certifying that the conditions specified in Sections 10.1(a) (Accuracy of Representations) and attaching all requisite resolutions 10.1(b) (Seller Parties’ Performance) have been fulfilled. (b) At the Closing, Buyer shall deliver, or actions cause to be delivered, to Seller Parties each of the board of directors of Purchaserfollowing: (i) Assignment and Assumption Agreement, approving the execution duly executed by Buyer; (ii) Patent Assignment Agreement, duly executed by Buyer; (iii) Clinical Manufacturing and delivery of this Agreement and the consummation Supply Agreement, duly executed by Buyer; (iv) Officer’s Certificate, dated as of the transactions contemplated Closing Date, signed by this Agreementa duly authorized officer of Buyer, certifying that the conditions specified in Sections 10.2(a) (Accuracy of Representations) and certifying 10.2(b) (Buyer’s Performance) have been fulfilled; and (v) by wire transfer to an account specified by Seller Parties no later than [***] prior to the incumbency and signatures of Closing Date, in immediately available funds, the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserUpfront Fee.

Closing Deliveries. (a) At the Closing, Purchaser shall: (Ai) Seller shall deliver deliver, or cause to Purchaser:be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (1ii) certificates representing the Sharesdeliver, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer cause to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement")be delivered, relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amendedeach Seller, the "Option Agreement"), by and among Seller, written legal opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇, ▇Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectivelyWestwood & Riegels, British Virgin Islands counsel for the "Optionees")Company, duly executed by Seller and each Optioneeaddressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (3viii) a certificate the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Secretary of Seller certifyingCompany, as complete and accurate addressed to Purchaser dated as of the ClosingClosing Date, attached copies of in the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions form set forth in Exhibit E; (ix) the minutes of the board of directors of Seller and of the sole shareholder meetings of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Sellerresolving that: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars the instruments of transfer referred to in paragraph ($6,028,690i) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountabove shall be approved for; (2) the Assignment Agreement, duly executed by Purchaserresignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (3) a certificate such persons as Purchaser may nominate shall be appointed as the new directors of the Secretary Company; and (x) the complete set of Purchaser certifying company seals and attaching all requisite resolutions or actions chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the board of directors of Purchaser, approving the execution and delivery of this Agreement Company and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserCompany Subsidiaries.

Closing Deliveries. At Seller and/or Owner, as applicable, shall have delivered to PRGI each of the Closingfollowing, together with any additional items which PRGI may reasonably request to effect the transactions contemplated herein: (Aa) possession of the Purchased Assets; (b) a certified copy of the corporate resolutions of the directors of Seller and of Owner authorizing the transactions contemplated herein and the execution, delivery and performance of the RCI Agreement, this Agreement and the other Seller Transaction Documents, together with an incumbency certificate with respect to officers of Seller executing documents or instruments on behalf of Seller; (c) intentionally omitted; (d) the Bill ▇▇ Sale, the Assignment and Assumption Agreement and the other instruments of transfer as shall deliver be reasonably required by PRGI for the transfer to PurchaserPRGI of all of Seller's right, title and interest to the Purchased Assets free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, releases of any and all such claims, liens, encumbrances, security interests and similar interests with respect to the Purchased Assets; (e) the Indemnity Escrow Agreement, duly executed by the Seller, Owner and the Representative, as nominee and attorney-in-fact of Seller and Owner, together with blank stock powers, duly executed by the Representative with medallion level signature guarantee; (f) the Noncompetition and Nonsolicitation Agreements duly executed by Seller and Owner; (g) written Seller Consents from all parties, whose consent to the transactions contemplated herein is required; (h) an opinion of counsel to Seller and Owner substantially in the form of Exhibit 4.6(h) attached hereto; (i) the offer letter for employment of the Principal, duly executed by the Principal; (j) the Nonqualified Stock Option Agreement for the Principal, duly executed by the Principal: (1k) certificates representing the SharesLock-up Agreements, duly endorsed in blank or accompanied executed by stock powers duly executed in proper form for transfer to PurchaserSeller, Owner and the Representative; (2l) an Assignment intentionally omitted; (m) if applicable, the spousal consents, referred to in the RCI Agreement, duly executed by the spouses of Owner; (n) if applicable, Forms UCC-3, duly executed by each secured lender of Seller, releasing all liens on the Purchased Assets; (o) a release of RBA and Assumption of Option Agreement the Other Sellers in substantially the form of Exhibit 4.6(o) attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees")hereto, duly executed by Seller and each OptioneeOwner; (3p) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Escrow Agreement, duly executed by PurchaserSeller, Owner and the Representative; (q) a Closing Statement, duly executed by Seller and Owner; and (3r) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions any other documents or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of agreements contemplated hereby and/or necessary or appropriate to consummate the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaserhereby.

Closing Deliveries. At Administrative Agent received each of the Closingfollowing documents, instruments and agreements, in such counterparts as are acceptable to Administrative Agent and each Bank and each of which is, unless otherwise indicated, dated the Closing Date: (i) a Note payable to the order of each Bank, each in the amount of such Bank's Commitment, duly executed by Borrower; (ii) the Amended and Restated Pledge Agreement duly executed and delivered by Borrower together with (A) Seller shall deliver to Purchaser: (1) certificates representing of interests evidencing all of the Sharesoutstanding membership interests of Spanish Peaks owned by Borrower, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserAdministrative Agent, or such other duly executed assignments of such membership interests as are acceptable to Administrative Agent, Banks or their counsel, and (B) such UCC-1 financing statements and UCC-3 amendments and assignments executed by Borrower and Existing Bank, as Administrative Agent shall request to confirm, evidence and perfect the Liens granted pursuant to such Amended and Restated Pledge Agreement; (2iii) the Assignments and Amendments to Mortgages duly executed and delivered by Borrower and Existing Bank together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-3 amendments and assignments, in form and substance satisfactory to Administrative Agent, to properly assign and convey to Administrative Agent the Existing Mortgages; (iv) the Mortgages to be executed on the Closing Date pursuant to Section 6.1, duly executed and delivered by Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements in form and substance satisfactory to Administrative Agent; (v) a Certificate of Ownership Interests substantially in the form of Exhibit I, duly executed and delivered by an Authorized Officer of Borrower; (vi) an Assignment and Assumption opinion of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement")Morris, relating to the Option Agreement dated as of December 27Laing, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among SellerEvan▇, ▇▇▇▇▇ & ▇. enn▇▇▇, counsel for Borrower, in form and substance satisfactory to Administrative Agent; (vii) an opinion of Thom▇▇▇▇ & ▇night, P.C., special Delaware corporate counsel for Borrower, in form and substance satisfactory to Administrative Agent; (viii) an opinion of Prui▇▇, ▇▇sh▇▇ & ▇ach▇▇▇▇, ▇▇▇ecial Utah counsel for Borrower, favorably opining as to the enforceability of the Mortgages in Utah and otherwise in form and substance satisfactory to Administrative Agent; (ix) an opinion of Bjor▇, ▇▇▇▇▇▇▇ & ▇. ani▇▇▇▇▇, ▇▇▇ .C., special Colorado counsel for Borrower, favorably opining as to the enforceability of the Mortgages in Colorado and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller otherwise in form and each Optioneesubstance satisfactory to Administrative Agent; (3x) a certificate signed by an Authorized Officer of Borrower stating that (a) the Secretary of Seller certifying, as complete representations and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of warranties contained in this Agreement and the consummation other Loan Documents are true and correct in all respects, and (b) no Default or Event of Default has occurred and is continuing, and (c) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xi) a copy of each Merger Document, together with a certificate executed by an Authorized Officer of Borrower certifying that such copies are accurate and complete and represent the complete understanding and agreement of the transactions contemplated by this Agreement, and certifying parties with respect to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; andsubject matter thereof; (4xii) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles Merger Certificate filed with the Kansas and Delaware Secretaries of incorporation State (as applicable), together with such certificates, affidavits or other instruments suitable for recording same in the applicable counties and code of regulations offices in Colorado, Kansas, Texas and Utah, certifying or otherwise evidencing that such copies are accurate and complete copies of the Company, and certifying to the incumbency of the officers and directors of the Company Merger Certificate as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountso filed; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At the Closing: (A) Seller , Sellers shall deliver to Purchaser: (1) certificates representing Buyer the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, following: a ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇of sale, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or such other good and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ sufficient instruments of assignment and transfer as Buyer shall reasonably request, to assign and to transfer to Buyer all of Sellers’ right, title and interest in and to the Purchased Assets free and clear of all security interests, liens, claims and encumbrances, other than liens arising in connection with the Discounted Leases Bank Debt; an assignment of all trade names and any other trademarks or service marks of Sellers; state and county level UCC lien searches indicating that the Purchased Assets are free from any liens or encumbrances, other than liens arising in connection with the Discounted Leases Bank Debt; any Required Consents (collectively, as that term is defined in Section 10(b)); recent good standing certificates from the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the _____ Secretary of Seller certifying, as complete State; certified resolutions of Sellers’ Board of Directors and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company Shareholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreementhereby; duly executed ______ Secretary of State Amendments of Articles of Incorporation forms (BCA 10.30) changing the Sellers’ names to names not containing the words “CM”, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be “Financial”, “Keystone” or “Municipal”; a certificate executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete Sellers and accurate Shareholders dated as of the Closing, attached copies Closing Date stating: (A) that all of the articles representations and warranties of incorporation Sellers and code of regulations of Shareholders set forth in this Agreement are materially true and correct with the Companysame force and effect as if such representations and warranties were made on the Closing Date, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser that Sellers have performed and complied with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date; evidence of assignment of the office lease pursuant to Section 14(i). Bulk Sales Stop order issued by the ______ Department of Employment Security in accordance with Section 12(d) hereof; and such other documents as Buyer may reasonably request in order to evidence and effectuate the obligations and duties of Sellers pursuant to this Agreement. At the Closing, Buyer shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (Sellers the "Closing following: the Cash Payment") by wire transfer of immediately available funds Purchase Price pursuant to Section 4; an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate assumption of the Discounted Leases Bank Debt; the Consulting Agreement provided for in Section 12(e); a recent good standing certificate from the ______ Secretary of Purchaser certifying State; certified resolutions of Buyer's Directors and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of Shareholders confirming that this Agreement and the consummation transactions contemplated hereby have been approved; a certificate executed by Buyer dated as of the transactions contemplated Closing Date stating: (A) that all of the representations and warranties of Buyer set forth in this Agreement are materially true and correct with the same force and effect as if suchrepresentations and warranties were made on the Closing Date, and (B) that Buyer has performed and complied with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date; and such other documents as Sellers may reasonably request in order to evidence and effectuate the obligations and duties of Buyer pursuant to this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (Ai) Seller shall deliver to Purchaser: (1) one or more stock certificates representing evidencing that number of Shares indicated on Schedule A hereto under the heading “Shares”, duly endorsed registered in blank or accompanied by stock powers duly executed in proper form for transfer to the name of such Purchaser; (2ii) an Assignment a Warrant A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire that number of shares of Common Stock indicated on Schedule A hereto under the heading “Warrant A Shares”; (iii) a Warrant B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire (x) that number of shares of Common Stock indicated on Schedule A hereto under the heading “Warrant B Shares” and Assumption (y) a Warrant to acquire that number of Option Agreement shares of Common Stock indicated on Schedule A hereto under the heading “Warrant C Shares”; (iv) evidence that the Certificate of Designations has been filed and become effective on or prior to the Closing Date with the Secretary of State of Nevada, in substantially form and substance mutually agreed to by the parties; (v) the legal opinion of Company Counsel, in the form attached hereto as of Exhibit A (the "Assignment Agreement")E, relating executed by such counsel and delivered to the Option Purchasers; (vi) the Registration Rights Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneethe Company; (3vii) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying duly executed Transfer Agent Instructions delivered to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerCompany’s transfer agent; and (4viii) any other documents reasonably requested by a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying Purchaser or counsel to the incumbency of the officers and directors of the Company as of any Purchaser in connection with the Closing. (Bb) At the Closing, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") purchase price set forth opposite such Purchaser’s name on Schedule A hereto under the heading “Purchase Price”, in United States dollars and in immediately available funds, by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in Company for such amount; (2) the Assignment Agreement, duly executed by Purchaserpurpose; and (3ii) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Registration Rights Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be duly executed by such Purchaser.

Closing Deliveries. At (a) On the ClosingClosing Date, the Companies shall deliver to the Retrocessionaires the following: (Ai) Seller shall deliver to Purchaser: (1) certificates representing the SharesCoinsurance Agreements, duly endorsed in blank or accompanied each executed by stock powers duly executed in proper form for transfer to Purchaserthe appropriate Company; (2ii) an Assignment and Assumption of Option Agreement in substantially any Novation Amendments agreed to by the form attached hereto as Exhibit A (the "Assignment Agreement"), relating applicable Cedent prior to the Option Agreement dated as Closing in accordance with Section 5.9 of December 27this Agreement, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly each executed by Seller the appropriate Company and each Optioneethe applicable Cedent; (3iii) a certificate any Ancillary Agreement Assignment that may be agreed to by the parties thereto in accordance with Section 5.9 of this Agreement, each in form and substance reasonably acceptable to the Secretary Retrocessionaires and executed by the appropriate Company; (iv) any Existing Retrocession Agreement Assignment that may be agreed to by the applicable Third-Party Retrocessionaire in accordance with Section 5.9 of Seller certifyingthis Agreement, as complete each executed by the appropriate Company; (v) evidence in form reasonably satisfactory to the Retrocessionaires that the Required Closing Date Approvals, if any, required to be obtained by the Companies have been obtained; (vi) two certificates, one for each Company, executed by an officer of such Company and accurate as of certifying that the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery closing conditions set forth in Section 6.1.2 of this Agreement and have been satisfied; (vii) the consummation of the transactions contemplated by this AgreementTransferred Investment Assets, and certifying together with such transfer documentation as may be reasonably acceptable to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerRetrocessionaires; and (4viii) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingSettlement Amount. (Bb) Purchaser On the Closing Date, the Retrocessionaires shall deliver to Sellerthe Companies the following: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or Coinsurance Agreements, each executed by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountappropriate Retrocessionaire; (2ii) any Novation Amendment agreed to by the Assignment applicable Cedent prior to the Closing in accordance with Section 5.9 of this Agreement, duly each executed by Purchaserthe appropriate Retrocessionaire; (iii) any Ancillary Agreement Assignment that may be agreed to by the parties thereto in accordance with Section 5.9 of this Agreement, each in form and substance reasonably acceptable to the Companies and executed by the appropriate Retrocessionaire; (iv) any Existing Retrocession Agreement Assignment that may be agreed to by the applicable Third-Party Retrocessionaire, each executed by the appropriate Retrocessionaire; (v) evidence in form reasonable satisfactory to the Companies that the Required Closing Date Approvals, if any, required to be obtained by the Retrocessionaires have been obtained; and (3vi) a certificate two certificates, one for each Retrocessionaire, executed by an officer of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, such Retrocessionaire and certifying to that the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaserclosing conditions set forth in Section 6.2.2 have been satisfied.

Closing Deliveries. (a) At the Closing:, the Sellers will, for themselves and as agents for the Selling Affiliates (as applicable), deliver or cause to be delivered to the Purchaser, for itself and as agent for the Designated Affiliates (as applicable): (Ai) Seller shall deliver to Purchaser:Business Transfer Agreements, executed by the applicable Asset Selling Affiliates; (1ii) Share Transfer Documents, executed by the applicable Share Selling Affiliates; (iii) certificates representing such of the Shares, Shares as are certificated (duly endorsed in blank or accompanied by stock powers duly executed in proper blank or other appropriate transfer forms in form reasonably satisfactory to the Purchaser for transfer) with all appropriate stock transfer tax stamps affixed, and such other deeds, documents and instruments as are necessary or appropriate to effect the valid transfer of the remainder of the Shares executed by the applicable Share Selling Affiliates; (iv) assignment of all Purchased Intellectual Property in the form of Exhibit B (the “IP Assignment”) executed by the applicable Asset Selling Affiliate; (v) the Transition Services Agreement, executed by the Sellers; (vi) letters of resignation effective as of the Closing Date from the directors and officers (or their equivalent) of the Acquired Companies, executed by the relevant directors and officers (or their equivalent) in a form reasonably satisfactory to the Purchaser; (2vii) an Assignment the minute books, stock ledger and Assumption seal (if any) of Option Agreement each of the Acquired Companies (which, at the election of the Sellers, will be delivered from representatives of the Sellers to representatives of the Purchaser locally in substantially the form attached hereto as Exhibit A jurisdiction of incorporation or formation of the applicable Acquired Company); (viii) a FIRPTA certificate with respect to CareFusion 209, Inc. in accordance with the "Assignment Agreement")requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Viasys Holdings, relating to Inc. is a U.S. person; (ix) a FIRPTA certificate in accordance with the Option Agreement requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that CareFusion 209, Inc. is a U.S. person; (x) a certificate, dated as of December 27the Closing Date, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller an officer of each of the Sellers confirming the satisfaction of the conditions specified in Sections 6.1(a) and each Optionee6.1(b); (3xi) assignments of the Notes Receivable, executed by the applicable debtor and in a form reasonably satisfactory to the Purchaser; (xii) a certificate of the Secretary of Seller certifyingcertificate, as complete and accurate dated as of the ClosingClosing Date, attached copies executed on behalf of each of the articles of incorporation and code of regulations of SellerSellers by its secretary, an assistant secretary or an authorized officer, certifying and attaching all requisite (A) the Organizational Documents of each of the Acquired Companies; (B) resolutions or actions of the board of directors directors, sole director or shareholders (or equivalent), as the case may be, of Seller and each of the sole shareholder Sellers and other Selling Affiliates to evidence: (i) the approval of the Company approving sale, assignment and transfer of the Purchased Assets and the Shares, and the transactions contemplated by this Agreement; and (ii) the authorization of the execution and delivery of this Agreement and the consummation performance by the relevant Seller Group member of its obligations under each of the documents to be executed by it; (xiii) pay-off, lien release or similar letters from holders of Indebtedness of any Acquired Company or any other Selling Affiliates to the extent then encumbering any of the Purchased Assets (in each case, other than Closing Indebtedness (if any) of the Selling Affiliates), in a form reasonably acceptable to the Purchaser; (xiv) the Sellers shall have executed and delivered to the Purchaser a release in form and substance reasonably satisfactory to the Purchaser that acknowledges that, as of the Closing Date, the Sellers and the Selling Affiliates have no claim of any nature against any of the Acquired Companies and that none of the Acquired Companies have any or owe any liability to the Sellers or the Selling Affiliates, in each case other than any Intercompany Accounts; and (xv) such other instruments of sale, transfer, conveyance and assignment as the Purchaser reasonably requests for the purpose of consummating the transactions contemplated by this Agreement. (b) At the Closing, the Purchaser will, for itself and as agent for the Designated Affiliates (as applicable), deliver or cause to be delivered to the Sellers, for themselves and as agents for the Selling Affiliates (as applicable): (i) the Cash Purchase Price (A) plus or minus the Estimated Closing Net Working Capital Adjustment Amount as applicable, and (B) minus the Estimated Closing Indebtedness, by wire transfer of immediately available funds in U.S. dollars to the account(s) specified by the Sellers no later than two Business Days prior to the Closing Date; (ii) the Business Transfer Agreements, executed by the Purchaser and/or the applicable Designated Affiliates; (iii) the Share Transfer Documents, if any, that call for a signature by the Purchaser and/or its Designated Affiliates, executed by the Purchaser and/or such Designated Affiliates, as applicable; (iv) the IP Assignment, executed by the Purchaser and/or such Designated Affiliates, as applicable; (v) the Transition Services Agreement, executed by the Purchaser; (vi) a release in the form of Exhibit C, executed by Purchaser on behalf of each of the Acquired Companies with respect to each of the resigning officers and directors (or their equivalent); (vii) a certificate, dated as of the Closing Date, executed on behalf of each of the Purchaser by its secretary, an assistant secretary or an authorized officer, certifying resolutions of the board of directors, sole director or shareholders (or equivalent), as the case may be, of each of the Purchaser and its applicable Affiliates to evidence: (i) the approval of the purchase, assignment and transfer of the Purchased Assets and the Shares, and the transactions contemplated by this Agreement, and certifying to (ii) the incumbency and signatures authorization of the officers execution of Seller executing this Agreement and any other document contemplated hereby the performance by the relevant Purchaser and its Affiliates (as applicable) of its obligations under each of the documents to be executed by Seller; it; (viii) a certificate, dated as of the Closing Date, executed by an officer of the Purchaser confirming the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(b), and (4ix) a certificate such other instruments of sale, transfer, conveyance and assignment as the Secretary Sellers reasonably request for the purpose of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of consummating the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At the Closing: (A) Seller , the Company Stockholders as the holders of all of the issued and outstanding shares of Company Common Stock and the holders of all certificates representing such shares, shall deliver to Purchaser: such certificates or suitable affidavits (1including indemnity) certificates representing the Shareslost certificates, duly endorsed in blank by the Company Stockholders, or accompanied by blank irrevocable stock powers to Parent. (b) At the Closing, the Company Warrantholders, as the holders of all of the issued and outstanding Company Warrants and as the holders of all outstanding certificates, instruments or documents representing such Company Warrants, shall surrender such instruments or documents to Parent duly marked "cancelled" or duly endorsed in blank by the Company Warrantholders, or accompanied by blank irrevocable assignments, upon the receipt of which by Parent such Warrants shall be cancelled, and Parent shall deliver to the Company Warrantholders Debt Warrants representing the number of shares of Parent Common Stock calculated pursuant to Section 1.5 duly executed by authorized officers of Parent and shall take such steps as shall be necessary to enter the Company Warrantholders or their nominee(s) upon the books of Parent as the holders of each party's respective number of Debt Warrants. (c) At the Closing, the Company Debtholders, as the holders of all of the indebtedness of the Company set forth on Schedule III, shall negotiate and transfer to Parent all promissory notes, loan agreements, security agreements and related instruments and other documents evidencing or representing such indebtedness, including, without limitation, appropriate Uniform Commercial Code ("UCC") assignments of any security interests (the "Loan Agreements") to Parent and Parent shall deliver to (i) the Company Debtholders certificates representing the number of shares of Series A Preferred Stock, calculated pursuant to Section 1.6(a), (ii) GDI, or its nominee, the GDI Warrant, and (iii) GLI, or its nominee, the GLI Warrant, all duly executed by authorized officers of Parent, and shall take such steps as shall be necessary to enter the Company Debtholders or their nominee(s) upon the books of Parent as the holders of each party's respective number of Series A Preferred Stock, GDI Warrants and GLI Warrants. (d) The Company Debtholders, Company Stockholders, Company Warrantholders, and Parent agree promptly to cure any deficiencies with respect to the endorsement or cancellation of the certificates, instruments or other documents of conveyance or cancellation with respect to such indebtedness, Company Common Stock and Company Warrants or with respect to the stock powers or assignments accompanying any Company Common Stock or Company Warrants, or with respect to the issuance of the Debt Warrants, GDI Warrants, GLI Warrants, or Series A Preferred Stock. (e) Neither the Surviving Corporation, Parent nor any other Person shall be liable to any former Company Stockholder or Company Warrantholder in respect of any amount or property delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificates for the Company Common Stock or the Company Warrants have not been surrendered prior to the end of the applicable period after the Effective Time under escheat laws (remotely prior to such earlier date on which any amount or property would otherwise escheat to or become the property of any governmental entity), any such amount or property shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto. (f) If the issuance of any Debt Warrant is to be made to a person other than the person in whose name a surrendered certificate or instrument is registered, it shall be a condition to such issuance that the certificate or instrument so surrendered shall be properly endorsed and shall be otherwise in proper form for transfer to Purchaser; (2) an Assignment and Assumption that the person requesting such issuance shall have paid any transfer and other taxes required by reason of Option Agreement such issuance in substantially a name other than that of the form attached hereto as Exhibit A (registered holder of the "Assignment Agreement"), relating certificate or instruments surrendered or shall have established to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate satisfaction of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions Surviving Corporation that such tax either has been paid or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingis not payable. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At the Closing: (A) Seller shall deliver In addition to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer any other documents to Purchaser; (2) an Assignment and Assumption be delivered under other provisions of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying at the Initial Closing, (a) Purchaser, and/or RIDA Entity, as applicable, as provided in Section 2.2, shall pay to the incumbency and signatures Seller (and/or any Seller Affiliate) the applicable portion of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") Purchase Price by wire transfer of immediately available funds to an account designated in writing by Seller; (b) Seller (and/or any Seller Affiliate) shall deliver to Purchaser (and its permitted assignee(s)) one or more Assignments of Membership Interests executed by Seller (and/or any Seller Affiliate) in respect of the Purchased Interests (other than the Deferred Purchased Interests); (c) the parties to the Ancillary Agreements shall execute and deliver the Ancillary Agreements (including, without limitation, an Amended and Restated Joint Venture Agreement for each Joint Venture and the Tax Protection Agreement, each reflecting the terms set forth on Exhibit B hereto; (d) Seller shall deliver to Purchaser resignations of personnel that are employed by or by otherwise affiliated with Seller from any and all positions as officers, board members or agents of the transfer of readily marketable securities acceptable Joint Ventures and/or the Subsidiaries; (e) Seller (and/or any applicable Seller Affiliate) shall deliver to Purchaser (and any assignee) a Non-Foreign Affidavit and (f) Seller and Purchaser shall each deliver such other documents, assignments and other instruments of assignment, transfer or conveyance, as the Purchaser or the Seller, respectively, reasonably requests in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of order to effect the transactions contemplated by this Agreement. In addition, at the Second Closing, (a) Purchaser, and/or RIDA Entity, as applicable, as provided in Section 2.2, shall pay to the Seller (and/or any Seller Affiliate) the applicable portion of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller; (b) Seller (and/or any Seller Affiliate) shall deliver to Purchaser (and its permitted assignee(s)) one or more Assignments of Membership Interests executed by Seller (and/or any Seller Affiliate) in respect of the Deferred Purchased Interests; (c) the parties to the Ancillary Agreements shall execute and deliver any applicable confirmations and/or amendments to the Ancillary Agreements (to reflect, inter alia, the conveyance of the Deferred Purchased Interests, and certifying the additional Remaining Ares Interests); (d) Seller (and/or any applicable Seller Affiliate) shall deliver to the incumbency and signatures of the officers of Purchaser executing this Agreement (and any assignee) a Non-Foreign Affidavit and (e) Seller and Purchaser shall each deliver such other document documents, assignments and other instruments of assignment, transfer or conveyance, as the Purchaser or the Seller, respectively, reasonably requests in order to effect the transactions contemplated hereby to be executed by Purchaserthis Agreement.

Closing Deliveries. At (a) On or prior to the Closing:, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Sharesthis Agreement, duly endorsed in blank or accompanied executed by stock powers duly executed in proper form for transfer to Purchaserthe Company; (2ii) if the Stockholder Approval has been obtained or the Purchaser has elected a Reduced Subscription, facsimile copies of one or more Debentures, executed by the Company and registered in the name of such Purchaser as set forth on the Securities Questionnaire included as Exhibit D-2 hereto, in aggregate principal amount equal to the Debenture Amount with the original Debentures delivered within three (3) Trading Days of Closing; (iii) if the Stockholder Approval has been obtained, facsimile copies of one or more Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the Securities Questionnaire included as Exhibit D-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares set forth on such Purchaser’s signature page to this Agreement next to the heading “Underlying Shares Subject to Warrant”, with the original Warrants delivered within three (3) Trading Days of Closing; (iv) if the Purchaser has elected an Assignment Alternate Subscription, facsimile copies of one or more stock certificates, free and Assumption clear of Option Agreement all restrictive and other legends (except as provided in substantially Section 4.1(b) hereof), evidencing such Purchaser’s Alternate Shares, registered in the name of such Purchaser as set forth on the Securities Questionnaire included as Exhibit D-2 hereto, with the original stock certificates delivered within three (3) Trading Days of Closing; (v) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit A (the "Assignment Agreement")E, relating executed by such counsel and addressed to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, Purchasers and the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each OptioneePlacement Agents; (3vi) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Registration Rights Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and; (4vii) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (viii) a certificate of the Secretary of the Company certifying(the “Secretary’s Certificate”), as complete and accurate dated as of the ClosingClosing Date, attached copies (a) certifying the resolutions adopted by the Board of Directors of the articles Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of incorporation the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, and code by-laws of regulations the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit G; (ix) the Compliance Certificate referred to in Section 5.1(i); (x) a Lock-Up Agreement, substantially in the form of Exhibit J hereto (the “Lock-Up Agreement”) executed by each person listed on Exhibit K hereto, and certifying to each such Lock-Up Agreement shall be in full force and effect on the incumbency of Closing Date; (xi) a certificate evidencing the officers formation and directors good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (xii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each of North Carolina and California, as of a date within three (3) Business Days of the Closing Date; (xiii) a certified copy of the certificate of incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; and (b) On or prior to the Closing. (B) , each Purchaser shall deliver or cause to Seller:be delivered to the Company the following, with respect to such Purchaser (the “Purchaser Deliverables”): (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, by wire transfer to the Escrow Account; provided, however, that no Subscription Amount shall be required to be delivered by any Purchaser that has elected an Alternate Subscription in accordance with Section 4.15(d)(ii). (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (3v) a certificate of fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this AgreementCompany, and certifying to Securities Questionnaire in the incumbency forms attached hereto as Exhibits D-1 and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserD-2, respectively.

Closing Deliveries. (a) At the Closing: (A) , the Seller shall deliver or cause to be delivered to the Purchaser: (1i) certificates to the extent certificated, certificate(s) representing all of the SharesEquity Interests, together with membership interest transfer powers, duly endorsed in blank and certificates representing all of the membership interests or accompanied by shares of capital stock powers duly executed in proper form for transfer to Purchaserof the Company Subsidiaries; (2ii) an Assignment and Assumption copies of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Escrow Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Lease Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees")Transition Services Agreement and any other Transaction Documents to which the Seller is a party, duly executed by the Seller and each Optioneeany of its Affiliates (as applicable); (3iii) a certificate of the Secretary of Seller certifyingan officer’s certificate, as complete and accurate dated as of the ClosingClosing Date, attached copies duly executed by an authorized officer of the articles of incorporation and code of regulations of Seller, certifying stating that the conditions to the Closing set forth in Sections 8.2(a) and attaching all requisite resolutions or actions (b) have been satisfied (the “Seller Closing Certificate”); (iv) a secretary’s certificate, dated as of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this AgreementClosing Date, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be duly executed by Seller; and (4) a certificate of the Secretary of the Company certifyingSeller, as complete and accurate as attesting to: (A) the incumbent officers of the ClosingSeller; and (B) resolutions of the Board of Directors of the Seller and, attached if required under the Organizational Document of the Seller, the stockholders of the Seller, in each case approving the Transactions; (v) copies of the articles of incorporation and code of regulations Organizational Documents of the Company, Company and certifying each of the Company Subsidiaries certified by the appropriate Governmental Entity (as to Organizational Documents filed therewith) as of a date as near as reasonably practicable to the incumbency Closing Date; (vi) to the extent issued by each of the relevant jurisdictions, good standing certificates for the Company and each of the Company Subsidiaries for their respective jurisdictions of organization, each dated as of a date as near as reasonably practicable to the Closing Date; (vii) resignations of all officers and directors of the Company as and each of the ClosingCompany Subsidiaries; (viii) an affidavit, duly executed and acknowledged by an officer of the Seller, certifying that the Seller is a “domestic corporation” within the meaning of Sections 7701(a)(3) and (4) of the Code and Sections 1.897-1(j) and 1.1445-2 of the applicable Treasury Regulations; (ix) any additional items required to be delivered at Closing by Section 8.2. (Bb) At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars evidence reasonably satisfactory to the Seller of: ($6,028,690A) payment of the Escrow Deposit to the Escrow Agent as described in Section 2.4; and (B) payment of the "Closing Cash Payment"remainder of the Purchase Price (less the Escrow Deposit) by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountSeller; (2ii) copies of the Assignment Escrow Agreement, the Lease Agreement, the Transition Services Agreement and any other Transaction Documents to which the Purchaser is a party, duly executed by the Purchaser; (iii) an officer’s certificate, dated as of the Closing Date, duly executed by an authorized officer of the Purchaser, stating that the conditions to the Closing set forth in Sections 8.1(a) and (b) have been satisfied (the “Purchaser Closing Certificate”); (iv) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Purchaser, attesting to: (A) the incumbent officers of the Purchaser; and (B) resolutions of the Board of Directors or similar governing body of the Purchaser approving the Transactions; and (3v) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby additional items required to be executed delivered at Closing by PurchaserSection 8.2.

Closing Deliveries. At the 7.1 Seller will deliver to Asset Company at Closing: (Aa) a certificate signed by Seller shall in which Seller represents and warrants to Asset Company that each of Seller's representations and warranties in this Purchase Agreement was accurate in all respects as of the date of this Purchase Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Schedules that were delivered by Seller to Asset Company prior to the Closing Date in accordance with Section 10.3); (b) possession of the Purchased Assets free and clear of all Encumbrances, including any documents and instruments of transfer necessary to transfer ownership of the IO Certificates, the Series 1998-H1 Class X Certificate, and Prepayment Penalty Trust Certificates and Prepayment Penalty Rights to Asset Company, in each case in accordance with the applicable Pooling and Servicing Agreement; (c) a fully executed copy of the Additional Covenants Agreement; and (d) a fully executed copy of the Stock Subscription and Purchase Agreement. 7.2 Asset Company will deliver to PurchaserSeller at Closing: (1a) certificates representing The Purchase Price paid on behalf of the Shares, duly endorsed in blank or accompanied Company sent by stock powers duly executed in proper form for wire transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement")Goldman, relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, Sachs & Co. at Accoun▇ ▇▇▇▇ ▇. ▇r A▇▇#: 021000089 at Citibank, ▇▇▇▇▇▇▇▇, ▇▇▇e account 87709012600; directed to account 9253549 in partial pay▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneeamount owing under the DIP Financing Agreement; (3b) the Asset Cash Flow Instrument; (c) a certificate signed by Asset Company in which Asset Company represents and warrants to Seller that each of the Secretary of Seller certifying, as complete Asset Company's representations and warranties in this Purchase Agreement was accurate in all respects as of the Closing, attached copies date of this Purchase Agreement and is accurate in all respects as of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions Closing Date as if made on the Closing Date; (d) a fully executed copy of the board of directors of Seller Stock Subscription and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Purchase Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4e) a certificate fully executed copy of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingAdditional Covenants Agreement. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At the Closing: (A) , Seller shall deliver to PurchaserBuyer: (1i) certificates representing Certificate or Certificates signed by an appropriate officer of Seller stating that (A) each of the Sharesrepresentations and warranties contained in Article Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, duly endorsed and (B) all of the conditions set forth in blank Sections 7.02(b) and 7.02(d), insofar as Section 7.02(d) pertains to approvals required to be obtained by Seller, have been satisfied or accompanied by stock powers duly executed in proper form for transfer to Purchaserwaived as provided therein; (2ii) evidence of payment to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, of the Estimated Purchase Price; (iii) an executed Assignment and Assumption of Option Deposit Liabilities Agreement in substantially the form attached hereto as set forth in Exhibit A 1 hereto; (iv) an executed Assignment and Assumption of Contracts Agreement in substantially the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 form set forth in Exhibit 2 hereto; (as amended, the "Option Agreement"), by and among Seller, v) an executed ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇of Sale in substantially the form set forth in Exhibit 3 hereto; (vi) executed special warranty deeds (subject to Permitted Exceptions, ▇▇▇▇as such term is defined in Section 11.15 hereof), conveying the Real Property to Buyer; (vii) an executed Assignment, Transfer and Appointment of Successor Trustee for ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, Accounts in substantially the "Optionees"), duly executed by Seller and each Optioneeform set forth in Exhibit 4 ; (3viii) a certificate an executed Limited Power of Attorney in substantially the form set forth in Exhibit 5 ; (ix) such other bills of sale, assignments, and other instruments and documents as counsel for Buyer may reasonably require as necessary or desirable for transferring, assigning and conveying to Buyer good, marketable and insurable title to the Assets; (x) listings of the Secretary of Seller certifying, as complete and accurate Deposit Liabilities as of the Closing Date (the "Deposit Listings") on magnetic tape or utilizing such other method of information transfer as the parties may mutually agree, which Deposit Listings shall include, for each account, the account number, outstanding principal balance, and accrued interest; and (xi) such Records as are capable of being delivered to Buyer, which Records (other than the current promissory notes related to the Loans, which shall be originals) may, at Seller’s option, be delivered by delivery of imaged, photocopies or other non-original and non-paper media in lieu of original copies. (b) At the Closing, attached copies Buyer shall deliver to Seller: (i) a Certificate or Certificates signed by an appropriate officer of Buyer stating that (A) each of the articles of incorporation representations and code of regulations of Seller, certifying warranties contained in Article Four is true and attaching correct in all requisite resolutions or actions material respects at the time of the board of directors of Seller Closing with the same force and effect as if such representations and warranties had been made at Closing, and (B) all of the sole shareholder conditions set forth in Sections 7.01(b) and 7.01(d), insofar as Section 7.01(d) pertains to approvals required to be obtained by Buyer, have been satisfied or waived as provided therein; (ii) a certified copy of the Company approving resolutions of the Board of Directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions purchase and assumption transaction contemplated by this Agreementhereby; (iii) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 1 hereto; (iv) an executed Assignment and Assumption of Contracts Agreement in substantially the form set forth in Exhibit 2 hereto; (v) an executed Assignment, Transfer and certifying to Appointment of Successor Trustee for ▇▇▇ Accounts in substantially the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellerform set forth in Exhibit 4 hereto; and (4vi) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingan executed Receipt for Personal Property. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. A. At the Closing: (A) , Seller shall deliver to Purchaser, executed and acknowledged, as applicable: (1i) certificates representing A deed, in the Sharesform attached hereto as Exhibit 8(A)(i), duly endorsed and made a part hereof (“Deed”); (ii) A general b▇▇▇ of sale for the Personal Property, in blank the form of Exhibit 8(A)(ii); (iii) An assignment and assumption of leases in the form of Exhibit 8(A)(iii) (the “Assignment of Leases”); (iv) An assignment and assumption of Surviving Contracts in the form of Exhibit 8(A)(iv) (the “Assignment of Contracts”) which shall not include CBAs; (a) The unapplied cash Security Deposits under Leases then then actually held by Seller (together with accrued interest thereon, if any) by payment of the aggregate amount thereof to Purchaser or accompanied a credit to Purchaser against the Purchase Price, at Seller’s option. (b) If one or more Security Deposit is wholly or partially comprised of a letter of credit (collectively, the “Letters of Credit”), Seller shall use commercially reasonable efforts to transfer (or cause to be transferred) the Letters of Credit to Purchaser as of the Closing Date, any cost and expense of which Purchaser shall pay, and, on the Closing Date, Seller shall deliver (or cause to be delivered) to Purchaser all original Letters of Credit, with all amendments thereto, actually held by stock powers duly Seller. As to those Letters of Credit which are not transferred to Purchaser at Closing (collectively, the “Non-Transferable Letters of Credit”), Seller and Purchaser shall reasonably cooperate with each other following the Closing so as to transfer the same to Purchaser and cause Purchaser to be the beneficiary thereunder or to obtain a replacement letter of credit showing Purchaser as the beneficiary thereunder. Until the Non-Transferable Letters of Credit shall be transferred to Purchaser or replaced, as aforesaid, Purchaser shall hold the same, but upon request may deliver the same to Seller (if necessary), who shall then draw upon the same and deliver the proceeds to Purchaser or return the same to the applicable Tenant, in each case upon Purchaser’s written instruction. Seller shall also deliver to Purchaser at Closing such documentation, including, without limitation, sight drafts executed in proper blank, as Purchaser shall reasonably require in connection with drawing under the Non-Transferable Letters of Credit in Seller’s name. Purchaser shall indemnify and hold Seller harmless from any and all losses, costs, damages, liens, claims, counterclaims, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) incurred by Seller to the extent resulting from Seller taking any steps pursuant to a request of Purchaser, including drawing, or seeking to draw, on any Tenant’s Security Deposit. The provisions of this Section 8(A)(v)(b) shall survive the Closing. (vi) Executed original counterparts of all Leases and Surviving Contracts, or copies thereof to the extent executed original counterparts are not in Seller’s or its property manager’s possession; (vii) A certification of nonforeign status, in form for transfer required by Internal Revenue Code Section 1445 and the regulations issued thereunder in the form of Exhibit 8(A)(vii); (viii) Notice letters to the Tenants, in the form of Exhibit 8(A)(viii) (the “Tenant Notice Letters”), to be prepared by Purchaser; (2ix) an Notice letters to contractors under Surviving Contracts, in the form of Exhibit 8(A)(ix) (the “Contractor Notice Letters”), to be prepared by Purchaser; (x) The Estoppels (as hereinafter defined), including any applicable Seller Certificate (as hereinafter defined), required to be delivered under Article 10 hereof; (xi) A Real Property Transfer Tax Return with respect to the New York City Real Property Transfer Tax (the “RPT Form”); (xii) A New York State Real Estate Transfer Tax Return and Credit Line Mortgage Certificate with respect to the New York State Real Estate Transfer Tax (the “Form TP-584”); (xiii) A New York State Real Property Transfer Report Form RP-5217 NYC (the “RP-5217”); (xiv) A Department of Housing Preservation and Development Affidavit in Lieu of Registration Statement; (xv) Evidence of authority, good standing (if applicable) and due authorization of Seller to enter into the within transaction and to perform all of its obligations hereunder, including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in conformity with Seller’s organizational documents and applicable laws and to enable the Title Insurer to omit all exceptions regarding Seller’s standing, authority and authorization; (xvi) An assignment and assumption of CBAs in the form of Exhibit 8(A)(xvi) (the “Assignment of CBAs”); (xvii) To the extent in Seller’s or its property manager’s possession or control, those transferable licenses and Assumption of Option Agreement permits, authorizations and approvals pertaining to the Premises which are not posted at the Premises, provided that such items shall be deemed delivered if maintained at the Property or at the on-site management office; (xviii) A title affidavit in substantially the form attached hereto as Exhibit A 8(A)(xvii) (the "Assignment Agreement"“Title Affidavit”), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3xix) a certificate To the extent in Seller’s or its property manager’s possession or control, all transferrable guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises (it being understood that, for the purposes of this clause (xix), “control” shall mean within Seller’s ability to obtain); (xx) A Form 1099-S Statement for Recipient of Proceeds from Real Estate Transaction; (xxi) The master lease agreement with respect to the entire second (2nd) floor in the Building in the form attached hereto as Exhibit xxi (the “Master Lease”); (xxii) A closing statement (the “Closing Statement”); (xxiii) Keys and combinations to locks at the Property in the possession or control of Seller or its property manager, provided that such items shall be deemed delivered if maintained at the Property or at the on-site management office; and (xxiv) Such other instruments or documents which (a) by the terms of this Agreement are required to be delivered by Seller at the Closing or (b) that may be reasonably required by Title Insurer to effect the consummation of the Secretary transactions which are the subject of this Agreement; provided, however, in no event shall Seller certifying, as complete and accurate as of be required to provide any indemnities to the Title Company or any other Person in such other instruments or documents. B. At or prior to the Closing, attached copies Purchaser shall deliver to Seller, executed and acknowledged, as applicable: (i) The balance of the articles Purchase Price (i.e., the Purchase Price, less the Deposit) and all other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement as adjusted for apportionments hereunder, which shall be delivered to Escrow Agent no later than 5:00 p.m. one (1) business day prior to the Closing; (ii) The Assignment of incorporation Leases; (iii) The Assignment of Contracts; (iv) The Tenant Notice Letters; (v) The Contractor Notice Letters; (vi) The RPT Form; (vii) The RP-5217; (viii) The Form TP-584; (ix) The Assignment of CBAs; (x) Evidence of authority, good standing (if applicable) and code due authorization of regulations Purchaser to enter into the within transaction and to perform all of Sellerits obligations hereunder, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving including, without limitation, the execution and delivery of all of the closing documents required by this Agreement, and setting forth such additional facts, if any, as may be needed to show that the transaction is duly authorized and is in conformity with Purchaser’s organizational documents and applicable laws; (xi) The Closing Statement; and (xii) Such other instruments or documents which by the terms of this Agreement and are required to be delivered by Purchaser at Closing or that may be reasonably required by Title Insurer to effect the consummation of the transactions contemplated which are the subject of this Agreement. C. Subject to Section 16(C) hereof, the acceptance of the Deed by Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Seller to be performed pursuant to the provisions of this Agreement, except where such agreements and certifying obligations are specifically stated to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingsurvive. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At the Closing: (A) , Seller shall deliver to PurchaserBuyer: (1i) certificates representing a Certificate or Certificates signed by an appropriate officer of Seller stating that (A) each of the Sharesrepresentations and warranties contained in Article Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, duly endorsed and (B) all of the conditions set forth in blank Sections 7.02(b) and 7.02(d), insofar as Section 7.02(d) pertains to approvals required to be obtained by Seller, have been satisfied or accompanied by stock powers duly executed in proper form for transfer to Purchaserwaived as provided therein; (2ii) if the Estimated Purchase Price is an amount less than zero, evidence of payment to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, of the Estimated Purchase Price; (iii) an executed Assignment and Assumption of Option Deposit Liabilities Agreement in substantially the form attached hereto as set forth in Exhibit A 1 hereto; (iv) an executed Assignment and Assumption of Contracts Agreement in substantially the "form set forth in Exhibit 2 hereto; (v) an executed Assignment Agreement"), relating and Assumption of Real Property Lease with respect to the Option Agreement dated as Real Property Lease substantially in the form set forth in Exhibit 2-1 hereto, together with satisfactory consents of December 27, 2001, as amended by that certain amendment dated December 31, 2003 the landlord with respect thereto; (as amended, the "Option Agreement"), by and among Seller, vi) an executed ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇of Sale in substantially the form set forth in Exhibit 3 hereto; (vii) an executed warranty deed (subject to Permitted Exceptions, ▇▇▇▇as such term is defined in Section 11.15 hereof), conveying the Real Property to Buyer; (viii) an executed Assignment, Transfer and Appointment of Successor Trustee for ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, Accounts in substantially the "Optionees"), duly executed by Seller and each Optioneeform set forth in Exhibit 4; (3ix) a certificate an executed Limited Power of Attorney in substantially the form set forth in Exhibit 5; (x) such other bills of sale, assignments, and other instruments and documents as counsel for Buyer may reasonably require as necessary or desirable for transferring, assigning and conveying to Buyer good, marketable and insurable title to the Assets; (xi) listings of the Secretary of Seller certifying, as complete and accurate Deposit Liabilities as of the Closing Date (the “Deposit Listings”) on magnetic tape or utilizing such other method of information transfer as the parties may mutually agree, which Deposit Listings shall include, for each account, the account number, outstanding principal balance, and accrued interest; and (xii) such Records as are capable of being delivered to Buyer, which Records (other than the current promissory notes related to the Loans which shall be originals), may, at Seller’s option, be delivered by delivery of imaged, photocopies or other non-original and non-paper media in lieu of original copies. (b) At the Closing, attached copies Buyer shall deliver to Seller: (i) a Certificate or Certificates signed by an appropriate officer of Buyer stating that (A) each of the articles representations and warranties contained in Article Four is true and correct in all material respects at the time of incorporation the Closing with the same force and code effect as if such representations and warranties had been made at Closing, and (B) all of regulations the conditions set forth in Sections 7.01(b) and 7.01(d), insofar as Section 7.01(d) pertains to approvals required to be obtained by Buyer, have been satisfied or waived as provided therein; (ii) if the Estimated Purchase Price is an amount greater than zero, evidence of payment to Seller, certifying and attaching all requisite resolutions or actions by wire transfer in immediately available funds to an account designated by Seller, of the board of directors of Seller and Estimated Purchase Price; (iii) a certified copy of the sole shareholder resolutions of the Company approving Board of Directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions purchase and assumption transaction contemplated by this Agreement, hereby; (iv) an executed Assignment and certifying to Assumption of Deposit Liabilities Agreement in substantially the incumbency form set forth in Exhibit 1 hereto; (v) an executed Assignment and signatures Assumption of Contracts Agreement in substantially the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellerform set forth in Exhibit 2 hereto; and (4vi) a certificate an executed Assignment and Assumption of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying Real Property Lease with respect to the incumbency of Real Property Lease substantially in the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twentyform set forth in Exhibit 2-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount1 hereto; (2vii) an executed Assignment, Transfer and Appointment of Successor Trustee for ▇▇▇ Accounts in substantially the Assignment Agreement, duly executed by Purchaserform set forth in Exhibit 4 hereto; and (3viii) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be an executed by PurchaserReceipt for Personal Property.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to IMA and PGUS: (i) evidence of the formation and good standing of the Company; (ii) the Limited Liability Company Agreement, executed by the Company; (iii) an assignment and assumption agreement (the "Assignment and Assumption Agreement") reasonably satisfactory to PGUS, the Company and IMA under which the Company assumes the Assumed Liabilities, executed by the Company; (iv) the Trademark Assignment, dated as of the date hereof and in a form reasonably satisfactory to PGUS (the "US/Canada Trademark Assignment"), between IMA and the Company, executed by the Company; and (v) the other Transaction Agreements to which the Company is a party, executed by the Company. (b) At the Closing, IMA shall deliver or cause to be delivered to the Company and PGUS: (i) the Limited Liability Company Agreement, executed by IMA; (ii) the Assignment and Assumption Agreement, executed by IMA; (iii) the other Transaction Agreements to which IMA or any of its Subsidiaries is a party, executed by IMA or such Subsidiary; (iv) a certificate, dated the Closing Date and signed by its chief executive officer and chief financial officer, confirming that (A) Seller shall deliver the representations and warranties of IMA set forth in this Agreement and in the Membership Unit Purchase Agreement are true and correct as of the Closing Date or such other date that any such representation or warranty speaks as of, except where the failure to Purchaser: be true and correct would not, individually or in the aggregate (1I) certificates representing have a Material Adverse Effect, or (II) materially impair IMA's ability to consummate the Shares, duly endorsed in blank transactions contemplated by this Agreement and the Membership Unit Purchase Agreement or accompanied by stock powers duly executed in proper form for transfer to Purchaserperform its obligations under this Agreement or the other Transaction Agreements; (2B) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate all of the Secretary of Seller certifyingterms, as complete covenants, agreements and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery conditions of this Agreement and the consummation of Membership Unit Purchase Agreement to be complied with and performed by IMA on or before the Closing Date shall have been complied with and performed prior to or on the Closing Date except where the failure to so perform would not, individually or in the aggregate (I) have a Material Adverse Effect, or (II) materially impair IMA's ability to consummate the transactions contemplated by this Agreement, and certifying Agreement or the Membership Unit Purchase Agreement or to the incumbency and signatures of the officers of Seller executing perform its obligations under this Agreement and any or the other document contemplated hereby to be executed by SellerTransaction Agreements; (C) since December 31, 2006, there has not been a Material Adverse Effect; and (4D) a certificate of the Secretary of the Company certifyingsuch other matters as may be reasonably requested by PGUS; (v) evidence, as complete in form and accurate as of the Closing, attached copies of the articles of incorporation substance reasonably satisfactory to PGUS and code of regulations of the Company, that all consents and certifying to the incumbency approvals of third parties set forth in Section 3.3(a) of the officers Disclosure Schedule or otherwise required under any Business Contract (in each case pursuant to written instruments in form and directors substance reasonably satisfactory to PGUS and without payment of any consideration by the Company as or PGUS) or from any Governmental Entity in connection with this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, have been obtained and are in full force and effect (except for any such consents and approvals the absence of the Closing. which would not (A) have a Material Adverse Effect, or (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (materially impair the "Closing Cash Payment") by wire transfer operation of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountUS CD Business); (2vi) an instrument of sale or contribution in a form reasonably satisfactory to PGUS transferring to the Assignment AgreementCompany all of IMA and its Subsidiaries' right, duly executed title and interest in and to the Contributed Assets; (vii) such other bills of sale, endorsements, assignments and other instruments of transfer, conveyance and assignment (in a form reasonably satisfactory to PGUS) as shall be required by PurchaserLaw or necessary in the reasonable judgment of PGUS or the Company to transfer, convey and assign the Contributed Assets to the Company; and (3viii) a certificate of the Secretary of Purchaser certifying US/Canada Trademark Assignment, executed by IMA. (c) At the Closing, PGUS shall deliver or cause to be delivered to the Company and attaching all requisite resolutions or actions of IMA: (i) the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Limited Liability Company Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserPGUS; and (ii) the other Transaction Agreements to which PGUS or any of its Affiliates is a party, executed by PGUS or such Affiliates.

Closing Deliveries. As of the Effective Date, Seller, Shareholder and EPS shall have delivered possession of the Purchased Assets to PRGUSA. At the Closing, Seller, Shareholder and EPS shall have delivered to PRGUSA each of the following, together with any additional items which PRGUSA may reasonably request to effect the transactions contemplated herein: (Aa) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaserintentionally omitted; (2b) a certified copy of the corporate resolutions of the directors of Seller and Shareholder authorizing the transactions contemplated herein and the execution, delivery and performance of this Agreement and the Seller Transaction Documents by Seller and any other actions or authorizations required under Article 3 hereof, together with an incumbency certificate with respect to officers of Seller executing documents or instruments on behalf of each Seller; (c) a certificate of the President of Seller certifying as to the matters set forth in Sections 7.1 and 7.2 hereof and as to the satisfaction of all other conditions set forth in this Article 7; (d) the Bill ▇▇ Sale, the Assignment and Assumption Agreement and the other documents described in Section 1.3 hereof; (e) the Indemnity Escrow Agreement duly executed by Seller, Shareholder and EPS; (f) the Noncompetition Agreement duly executed by Seller, Shareholder and EPS; (g) written Seller Consents from all parties whose consent to the transactions contemplated herein is required; (h) an opinion of Option Agreement counsel to Seller, Shareholder and EPS substantially in the form of Exhibit 7.5(h) attached hereto; (i) the offer letters for employment between PRGUSA and each of the Key Employees and the Employee Agreements, duly executed by each of the Key Employees; (j) a Certificate of Good Standing in respect of Seller issued within 5 days prior to the Closing, by the Secretary of State of Delaware and by the Secretary of State of any other state in which Seller is qualified to do business; (k) if applicable, Forms UCC-3, duly executed by each secured lender of Seller, releasing all liens on the Purchased Assets; (l) a Closing Statement, duly executed by Seller and Shareholder; (m) the Historical Statements provided for in Section 3.1 hereof and the Estimated Closing Balance Sheet; (n) the General Release substantially in the form attached hereto as Exhibit A (the "Assignment Agreement"7.5(n), relating to the Option Agreement dated as of December 27, 2001, as amended duly executed by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, Shareholder and EPS; and (o) the letter agreement among EPS, PRGUSA, Robe▇▇ ▇▇▇▇ ▇▇▇ Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closingcribed in Section 7.13 hereof. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At the Closing: (Aa) Seller and Parent shall execute and deliver to Purchaser a Bi▇▇ ▇f Sale, and an Assignment of the Intellectual Property, substantially in the forms attached as Exhibit C and such other bills of sale, endorsements, assignments and such other instruments of transfer and conveyance, in form and substance satisfactory to Purchaser, acting reasonably, as shall be effective, together with the Approval Order, to vest in Purchaser as of the Closing Date good and marketable title, free and clear of all Claims and Encumbrances, in and to the Purchased Assets; (b) Seller and Parent shall deliver to Purchaser: (1) certificates representing Purchaser a copy of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserApproval Order and possession of the Purchased Assets; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (Bc) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (Seller a certificate, dated the "Closing Cash Payment") Date and signed by wire transfer Purchaser’s President, Chief Executive Officer or Chief Operating Officer, certifying that the representations and warranties of immediately available funds Purchaser contained in Section 5.1 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to an account designated in writing be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in writing, have been so performed in all material respects (or, if any such amountcovenant has not been so performed, indicating that such covenant has not been performed); (2d) Purchaser shall deliver to Seller a certificate, dated the Assignment Agreement, duly executed Closing Date and signed by Purchaser; and’s President, Chief Executive Officer or Chief Operating Officer attaching (3i) a certificate certified copy of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving authorizing the execution execution, delivery and delivery performance of this Agreement and the consummation all documents associated herewith; and (ii) a certified copy of the transactions contemplated by this Agreement, organizational documents of Purchaser and certifying all amendments thereto; and (e) each Party shall deliver to the incumbency and signatures other certificates of a senior officer of the officers Party confirming the truth and correction of Purchaser executing representation and warranties made by the Party in this Agreement and any other document contemplated hereby to be executed by Purchaserperformance or compliance, as the case may be, with all obligations and covenants of the Party in this Agreement.

Closing Deliveries. (a) At or prior to the Closing, the Seller shall deliver, or cause to be delivered, to Buyer: (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserPurchased Assets; (2ii) a B▇▇▇ of Sale in the form of Exhibit “A,” dated the Closing Date, and duly executed by the Seller in favor of the Buyer; (iii) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as of Exhibit A (“B”, dated the "Assignment Agreement")Closing Date, relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneethe Seller; (3iv) a certificate copy of the Seller's Certificate of Incorporation (and all amendments) certified by the New York Secretary of Seller certifying, as complete State and accurate as a copy of the Closing, attached copies Seller's Bylaws certified by the corporate secretary of the articles Seller; (v) a good standing certificate issued by the State of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying New York with regard to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4vi) such other certificates, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer dated the Closing Date and duly executed by the Seller. (b) At or prior to the Closing, Parent shall deliver, or cause to be delivered, to Buyer: (i) stock certificates representing the Shares issued in the name of the Buyer; (ii) a good standing certificate issued by the State of Delaware with regard to Parent; (iii) the Earn-out Agreement; and (iv) such other certificates, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer dated the Closing Date and duly executed by Parent. (c) At or prior to the Closing, Buyer shall deliver to Parent or the Seller, as applicable: (i) the original Convertible Notes; (ii) the Assignment and Assumption Agreement in the form of Exhibit “B”, dated the Closing Date, and duly executed by the Buyer; (iii) a copy of the Buyer’s Certificate of Formation (and all amendments) certified by the Florida Secretary of State and a copy of the Buyer's Operating Agreement certified by the corporate secretary of the Buyer; (iv) a certificate of “active status” issued by the Secretary State of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying Florida with regard to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountBuyer; (2v) the Assignment Agreement, duly executed by PurchaserEarn-Out Agreement described in Section 1.8 hereof; (vi) the Employment Termination Agreements described in Section 8.8 hereof; and (3vii) a certificate such other certificates, documents and other instruments of transfer and conveyance as may reasonably be requested by Parent or the Secretary of Purchaser certifying Seller, each in form and attaching all requisite resolutions or actions of substance satisfactory to Parent and Seller dated the board of directors of Purchaser, approving the execution Closing Date and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be duly executed by Purchaserthe Buyer or its Related Parties, as appropriate.

Closing Deliveries. At Lender shall have received on or before the Closing: (A) Seller shall deliver closing date, in form and substance satisfactory to PurchaserLender, all documents, instruments and information and all other agreements, notes, certificates, orders, authorizations, financing statements, mortgages and other documents which Lender may at any time request, including, without limitation, the following: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers this duly executed in proper form for transfer to PurchaserAgreement (including Conditions Rider, Reporting Addendum and all Schedules); (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller UCC-l Financing Statements listing Borrower as debtor and each OptioneeLender as secured party to be filed in all appropriate jurisdictions; (3) a certificate receipt of the Secretary of Seller certifyingclear UCC, as complete tax lien and accurate as of the Closing, attached copies of the articles of incorporation pending suit and code of regulations of Seller, certifying and attaching judgment searches in all requisite resolutions jurisdictions for Borrower (under both its current name of HMI Industries, Inc. and its former name of Health-Mor, Inc.) or actions appropriate termination statements and/or releases for Borrower and all Subsidiaries; (4) evidence of Borrower's property/liability insurance and Lender's loss payable endorsements; (5) a duly executed Mortgage; (6) a duly executed Lockbox/Blocked Account Agreement with Star Bank; (7) evidence that the board Borrower is a corporation in good standing with the State of directors of Seller and of Delaware; (8) evidence that, on or before the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of closing date, (a) Borrower has consummated all the transactions contemplated by this Agreementthe Bliss Acquisition; (b) the Bliss Acquisition net proceeds of at least $30 million have been advanced to Borrower; and (c) all indebtedness and obligations of Borrower to Star Bank, under the Australian Line of Credit, under the Netherlands Line of Credit and certifying to under the incumbency and signatures 7 year private placement term notes, shall have been paid in full with the proceeds of the officers of Seller executing this Agreement Bliss Acquisition and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountall liens associated therewith terminated; (29) the Assignment Agreementreceipt of a business plan, including, without limitation, financial projections and a takeover audit acceptable to Lender; (10) duly executed by Purchaser; and (3) a certificate Assignment for Security of the Secretary of Purchaser certifying Patent, Trademark and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.Copyrights;

Closing Deliveries. At On or before the ClosingClosing Date, the Company will deliver to the Dealer Managers the following: (Aa) Seller copies of directors’ and officers’ questionnaires (in the form attached as Exhibit A to the Standby Purchase Agreement) completed and executed by each of the officers and each of the directors of Catalyst prior to the filing of the Canadian Prospectus, the contents of which shall deliver not disclose, in the reasonable judgment of the Dealer Managers, the existence of an undisclosed material fact pursuant to PurchaserSection 9; (b) a legal opinion dated as of the Closing Date from Canadian counsel to Catalyst in the form attached as Exhibit B to the Standby Purchase Agreement; (c) a legal opinion dated as of the Closing Date from U.S. counsel to Catalyst in the form attached as Exhibit C to the Standby Purchase Agreement; (d) a certificate or certificates dated the Closing Date and signed on behalf of Catalyst by the Chief Executive Officer and the Chief Financial Officer of Catalyst or such other officers of Catalyst acceptable to the Dealer Managers, acting reasonably, addressed to the Dealer Managers certifying for and on behalf of Catalyst (and without personal liability) after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (1i) certificates representing since the Sharesrespective dates as of which information is given in the Prospectus as amended by any Prospectus Amendment (A) there has been no material change (actual, duly endorsed anticipated, contemplated or threatened, whether financial or otherwise) in blank the business, affairs, operations, assets, liabilities (contingent or accompanied otherwise) or capital of Catalyst and its subsidiaries on a consolidated basis, and (B) no transaction has been entered into by stock powers duly executed any of Catalyst or its subsidiaries which is material to Catalyst and its subsidiaries on a consolidated basis, other than as disclosed in proper form for transfer to Purchaserthe Prospectus or any Prospectus Amendment, as the case may be; (2ii) an Assignment no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of Catalyst has been issued by any regulatory authority and Assumption of Option Agreement is continuing in substantially the form attached hereto as Exhibit A (the "Assignment Agreement")effect and no proceedings for that purpose have been instituted or are pending or, relating to the Option Agreement dated as knowledge of December 27such officers, 2001, as amended contemplated or threatened under any of the Canadian Securities Laws or by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneeany regulatory authority; (3iii) a certificate Catalyst has duly complied with the terms, conditions and covenants of this Agreement on its part to be complied with up until the Secretary Closing Time; and (iv) the representations and warranties of Seller certifying, as complete Catalyst contained in this Agreement are true and accurate correct as of the Closing, attached copies Closing Time with the same force and effect as if made at and as of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of Closing Date after giving effect to the transactions contemplated by this Agreement, and certifying ; (e) a bringdown letter from the external auditors of the Company dated the Closing Date updating the comfort letter referred to in Section 6(a)(iv) above to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby Closing Time, such letter to be executed in form and substance satisfactory to the Dealer Managers and their counsel, provided that such letter shall be based on a review by Sellerthe auditors having a “cut-off date” no earlier than two Business Days prior to the Closing Date; and (4f) a certificate evidence as to compliance by the Company with all conditions precedent to the issuance of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingSubscription Receipts. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. At Administrative Agent shall have received each of the Closingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be dated the Closing Date: (i) a Note payable to the order of each Bank requesting a Note, each in the amount of such Bank’s Commitment, duly executed by Borrower; (ii) the Mortgages (including any amendments to the Existing Mortgages) to be executed on the Closing Date pursuant to Section 5.1(a), duly executed and delivered by Borrower and each Subsidiary of Borrower (as applicable), together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, tax affidavits and applicable department of revenue documentation, in form and substance satisfactory to Administrative Agent, creating first and prior Liens in all Borrowing Base Properties (subject only to Permitted Encumbrances); (iii) Facility Guarantees duly executed by each existing Restricted Subsidiary of Borrower; (iv) a Borrower Pledge Agreement duly executed by Borrower together with (A) Seller certificates evidencing one hundred percent (100%) of the issued and outstanding Equity of each existing Restricted Subsidiary of Borrower of every class (all certificates delivered pursuant to this Section 6.1(a)(iv) shall deliver to Purchaser: (1) certificates representing the Shares, be duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer blank stock powers), and (B) such financing statements (duly authorized) as Administrative Agent shall request to Purchaserperfect the Liens granted pursuant to such Borrower Pledge Agreement; (2v) an Assignment such financing statements (including, without limitation, the financing statements referenced in subclauses (ii) and Assumption (iv) above) in form and substance acceptable to Administrative Agent (duly authorized) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers, all of Option Agreement which shall be filed of record in substantially such jurisdictions as Administrative Agent shall require in its sole discretion; (vi) a copy of the form attached hereto articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within twenty (20) days of the Closing Date (or within such other period as Exhibit A (the "Assignment Agreement"acceptable to Administrative Agent), issued by the appropriate Governmental Authority of the jurisdiction of incorporation of each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete on the Closing Date; (vii) a copy of the bylaws, regulations or comparable charter documents, and all amendments thereto, of each Credit Party accompanied by a certificate of the Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of Closing Date; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the Option existence of each Credit Party and to the effect that each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (ix) a certificate of incumbency of all officers of each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Closing Date, executed by the Secretary or comparable Authorized Officer of each such Credit Party; (x) copies of resolutions or comparable authorizations approving the Loan Papers and authorizing the transactions contemplated by this Agreement dated and the other Loan Papers, duly adopted by the Board of Directors (or comparable authority) of each Credit Party accompanied by certificates of the Secretary or comparable officer of each such Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) of each such Credit Party, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 the Closing Date; (as amended, the "Option Agreement"), by and among Seller, xi) an opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇& ▇▇▇▇▇▇ LLP, counsel to Borrower, dated the Closing Date, favorably opining as to the enforceability of each of the Loan Papers and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller otherwise in form and each Optioneesubstance satisfactory to Administrative Agent and Banks; (3xii) such opinions of local counsel as Administrative Agent shall require in each jurisdiction where Mortgages will be filed, each dated the Closing Date, favorably opining as to the enforceability of the applicable Mortgages in each applicable jurisdiction and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiii) a certificate signed by an Authorized Officer of Borrower stating that (A) the Secretary of Seller certifying, as complete representations and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of warranties contained in this Agreement and the consummation of the transactions contemplated by this Agreementother Loan Papers are true and correct in all respects, and certifying (B) no Default or Event of Default has occurred and is continuing; (xiv) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit H attached hereto; (xv) copies of or access to all reports in Borrower’s files (or otherwise reasonably available to Borrower) pertaining to Borrower’s Mineral Interests and operations, which report(s) shall not reflect the incumbency existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to result in a material liability to any Credit Party; (xvi) certificates from Borrower’s insurance broker setting forth the insurance maintained by Borrower and signatures stating that such insurance is in full force and effect, and which certificates shall evidence that such insurance complies with the requirements of Section 8.6; (xvii) counterparts from each party hereto (in such number as may be requested by the officers Administrative Agent) of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellersigned on behalf of such party; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2xviii) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserExisting Reserve Report.

Closing Deliveries. At Concurrently with the Closingexecution of this Amendment, the Borrower shall: (Aa) Seller shall execute and deliver to Purchaser: the Agent, for delivery to each Lender requesting a Revolving Note, a new Revolving Note in the amount specified in Schedule 2.01 hereto, provided that any Lender requesting a new Revolving Note shall promptly return to the Borrower its existing Revolving Note (1) certificates representing or an affidavit and indemnity that such Revolving Note is lost, in form and substance reasonably satisfactory to the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserBorrower); (2b) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating deliver to the Option Agreement Agent favorable written opinions (addressed to the Agent and the Lenders and dated as the First Amendment Effective Date) of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , Senior Vice President, General Counsel and Secretary of the Guarantor, (ii) ▇▇▇▇▇ Day relating to the Borrower, the Guarantor, this Amendment and the transactions contemplated hereby, and (iii) Davies ▇. ▇▇▇ ▇▇▇▇▇▇▇▇ (collectively& ▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the "Optionees")Borrower, duly executed by Seller in each case in form and each Optioneesubstance reasonably satisfactory to the Agent and its counsel; (3c) a certificate deliver to the Agent such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of each Obligor, the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation authorization of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement hereby and any other document legal matters relating to each Obligor, this Amendment or the transactions contemplated hereby hereby, all in form and substance reasonably satisfactory to the Agent and its counsel; (d) deliver to the Agent a certificate, dated the First Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of each Obligor, confirming (i) the representations and warranties of each Obligor set forth in this Amendment shall be true and correct in all material respects on and as of the First Amendment Effective Date, and (ii) no Default shall have occurred and be continuing as of the First Amendment Effective Date; (e) execute and deliver to the Agent, for its sole benefit, the First Amendment Agent Fee Letter and pay to, or cause to be executed by Sellerpaid to, the Agent, for its sole account, the fees stated therein; (f) execute and deliver to the Agent the First Amendment Closing Fee Letter, and pay to, or cause to be paid to, the Agent, for the benefit of the Lenders, the fees stated therein; and (4g) a certificate pay, or caused to be paid, all legal fees and expenses of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated Agent in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of connection with this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement Amendment and any other document contemplated hereby Loan Documents, in each case, to be executed by Purchaserthe extent invoiced to the Guarantor at least two days prior to the First Amendment Effective Date.

Closing Deliveries. (a) At the Closing, Seller shall deliver, or cause to be delivered: (Ai) Seller shall deliver to Purchaser: (1) , certificates representing evidencing the Shares, Transferred Shares duly endorsed in blank blank, or accompanied by stock powers duly executed in proper blank, in form for transfer satisfactory to the Purchaser; (ii) a copy of the Certificate of Incorporation of the Company in effect as of the Effective Time, accompanied by a certificate of an executive officer of the Company, dated as of the date hereof, stating that no amendments have been made to such Certificate of Incorporation since such date; (iii) written evidence of consent, as required as obtained by Company, from any lessors of real property and from other third parties prior to or in connection with the consummation of the transactions contemplated by this Agreement; (iv) the written release of all Encumbrances (if any), other than Permitted Encumbrances, relating to the assets and properties of the Company and the Transferred Shares, executed by the holder of or parties to each such Encumbrance, in form and substance satisfactory to Purchaser; (2v) an Assignment and Assumption of Option Agreement the certificate referred to in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each OptioneeSection 7.1; (3vi) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached certified true copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and or similar governing body of the sole shareholder Company, and the resolutions of the shareholders of the Company, authorizing and approving this Agreement and the transactions contemplated hereby; (viii) such other documents as may be reasonably equired to transfer good title to the Shares and to enable Purchaser to become the registered holder thereof; and (b) At Closing, Purchaser shall deliver, or cause to be delivered, to Seller: (i) Assignment by the Company approving and assumption by the Purchaser of the Assumed Company Liabilities; (ii) shares of Purchaser’s Common Stock, restricted as to resale under the federal securities laws of the United States of America, to be issued to: Seller in his individual capacity and as trustee for the current shareholders of the Company; (iii) a true and complete copy, certified by the Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement agreements related thereto and the consummation of the transactions contemplated by this Agreement, hereby and certifying thereby; and (iv) the certificate referred to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaserin Section 7.2.

Closing Deliveries. At the Closing: (Aa) Seller shall deliver Sellers will deliver, or cause to be delivered, to Purchaser: (1i) certificates representing the Shares, duly endorsed a ▇▇▇▇ of sale in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A “A” and such other documents and instruments evidencing the sale, transfer, conveyance and assignment of the Company Acquired Assets as Purchaser may reasonably request (including the Certificates of Title for those Acquired Motor Vehicles which are owned by Company and comprise a portion of the Company Acquired Assets), together with physical possession of all tangible personal property which comprises the Company Acquired Assets; (ii) the Assignment, Delegation and Assumption Agreement in the form attached hereto as Exhibit “B” (the "Assignment “Assumption Agreement"”), relating to the Option Agreement dated as of December 27, 2001, as amended executed by that certain amendment dated December 31, 2003 Company; (as amended, the "Option Agreement"), by and among Seller, iii) a ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇of sale in the form attached hereto as Exhibit “C” and such other documents and instruments evidencing the sale, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ transfer, conveyance and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ assignment of the Platinum PEO Acquired Assets as Purchaser may reasonably request (collectively, including the "Optionees"Certificates of Title for those Acquired Motor Vehicles which are owned by Platinum PEO and comprise a portion of the Platinum PEO Acquired Assets), duly executed by Seller and each Optioneetogether with the right to physical possession of all tangible personal property which comprises the Platinum PEO Acquired Assets; (3iv) the Assignment, Delegation and Assumption Agreement in the form attached hereto as Exhibit “D” (the “Platinum PEO Assumption Agreement”), executed by Platinum PEO; (v) a certificate of the Secretary of Seller certifying, Company certifying (A) as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller Company executing this Agreement and the Related Agreements, (B) that attached to such certificate are true and correct copies of the certificate of formation and operating agreement of Company, (C) that attached to such certificate are true and correct copies of resolutions duly adopted or consented to by the managing member of Company and the Members approving Company’s execution and delivery of this Agreement and any other document contemplated hereby Related Agreements to be executed which it is a party and to the completion of all of the Contemplated Transactions, and (D) that attached to such certificate is a good standing or similar certificate for Company issued by Seller; andthe secretary of state of the State of Delaware, in each case dated as of a date that is within fifteen (15) Business Days of the Closing Date; (4vi) a certificate of the Secretary of the Company certifying, Platinum PEO certifying (A) as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser Platinum PEO executing this Agreement and the Related Agreements, (B) that attached to such certificate are true and correct copies of the certificate of formation of Platinum PEO, (C) that attached to such certificate are true and correct copies of resolutions duly adopted or consented to by the sole member of Platinum PEO approving Platinum PEO’s execution and delivery of this Agreement and any other document contemplated hereby Related Agreements to be which it is a party and to the completion of all of the Contemplated Transactions, and (D) that attached to such certificate is a good standing or similar certificate for Platinum PEO issued by the secretary of state of the State of Delaware, dated as of a date that is within fifteen (15) Business Days of the Closing Date; (vii) a closing certificate in the form attached hereto as Exhibit “E,” executed by Sellers; (viii) separate payoff letters executed by each Company Creditor in a form and substance reasonably satisfactory to Purchaser., each of which will (A) specify the aggregate amount of the Company Debt payable by Company or Platinum PEO to the Company Creditor executing such payoff letter that is outstanding as of the Closing Date (collectively, the “Pay‑Off Amount”) and (B) provide that, upon the payment of the Pay‑Off Amount in accordance with the wire transfer instructions set forth in such payoff letter, all Encumbrances (if any) in or on any of the Acquired Assets granted by either Company or Platinum PEO to the Company Creditor executing such payoff letter will be terminated and released;

Closing Deliveries. a. At the Closing: (A) , Seller shall deliver to PurchaserBuyer the following documents, reasonably satisfactory in form and substance to the parties hereto and their respective counsel, properly executed and acknowledged as required: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement Special Warranty Deed in substantially the form attached hereto as Exhibit A J (the "Assignment Agreement"“Deed”), relating conveying good of record and in fact and marketable fee simple title to the Option Agreement dated as Property to Buyer, free and clear of December 27all liens, 2001restrictions and encumbrances (including, as amended by that certain amendment dated December 31without limitation, 2003 encroachments and rights, or claimed rights, of third parties) except for the Permitted Exceptions; (as amended, the "Option Agreement"), by and among Seller, 2) Warranty ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇of Sale in substantially the form attached hereto as Exhibit K (“▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Sale”) conveying title to the Personal Property, free and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneeclear of all liens; (3) a certificate A general assignment and assumption agreement in substantially the form attached hereto as Exhibit L (“Assignment”) assigning to Buyer all of Seller’s right, title and interest in and to the Secretary Existing Lease and all leases entered into by Seller in conformity with the terms of this Amended and Restated Contract, tenant security deposits and other deposits, if any (and interest thereon, if any), Service Contracts (to the extent assignable), Permits and all other rights and interests in the Property to be conveyed by Seller certifyingto Buyer pursuant to the terms of this Amended and Restated Contract (including warranties and guaranties relating to personal property conveyed under the ▇▇▇▇ of Sale), and, subject to the terms of this Amended and Restated Contract; (1) An updated, current rent roll certified by Seller to Buyer as being true, accurate and complete in all material respects as of Closing, as complete and accurate of a date no more than ten (10) days prior to the date of Closing in the same form as the Certified Rent Roll attached hereto as Exhibit C, showing as of the date of such rent roll (A) all current claims or offsets of any tenant against Seller of which Seller has knowledge, (B) all rebates, concessions, deductions or abatements of rent to which any tenant is entitled, (C) any rents which have been prepaid more than thirty (30) days in advance, and (D) all security, key and maintenance deposits and interest owed thereon to tenants by statute or contract, together with a detailed statement of the security deposits, the amount received, the date of receipt, previous applications of any portion of such security deposits and all accrued interest held for the account of each tenant and (2) a list of the rents received as of the Closing Date from the occupancy tenants and any delinquencies; (5) A membership resolution and consent of all required members of the Seller authorizing the transactions contemplated herein and an incumbency certificate to evidence the capacity and authority of Seller to consummate the Closing, attached copies and any other documents to evidence the authority of Seller to consummate the Closing reasonably requested by the Title Company, Escrow Agent or Buyer; (6) Evidence reasonably satisfactory to Buyer and to the Title Company that all necessary approvals and/or consents by all required persons have been delivered and such other evidence satisfactory to Buyer and the Title Company of Seller’s authority and the authority of all signatories on behalf of Seller to convey the Property pursuant to this Amended and Restated Contract; (7) Affidavits (containing terms reasonably acceptable to Seller) sufficient for the Buyer to delete any exceptions for parties in possession and mechanics’ or materialmen’s liens from the Buyer’s Title Commitment, and such other affidavits (containing terms reasonably acceptable to Seller) relating to Buyer’s Title Commitment as the Buyer may reasonably request; (8) Possession of the articles Property free and clear of incorporation all parties in possession except as provided for under the Existing Lease and code other leases entered into by Seller in conformity with this Amended and Restated Contract, as reflected on the updated rent roll to be delivered by Seller pursuant to Section 12(a)(4), and all keys, codes and other security devices for all tenant spaces, utility rooms and other facilities at the Property; (9) A certificate confirming that the representations and warranties of regulations Seller set forth in this Amended and Restated Contract are true and accurate in all material respects as of the Closing Date as if such representations and warranties had been made on and as of such date (and Seller shall be deemed to have re-made such representations and warranties as of the Closing Date), except as otherwise provided for herein; (10) At Buyer’s option, a written notice dated as of Closing to be jointly made from Seller and Buyer to the Property stating that the Property has been sold to Buyer and directing the Existing Tenants to regard Buyer as their landlord and to make rental payments payable to the party and at the address specified by Buyer and set forth in such notice; (11) To the extent that such items are in the possession or control of Seller, certifying originals (or, if originals are unavailable, true and attaching correct copies) of all requisite resolutions or actions books and records and tenant files necessary for the orderly transition of operation of the board Property, the Existing Lease and other leases entered into by Seller in conformity with this Amended and Restated Contract, Service Contracts and all Permits, all plans, surveys, specifications, operating manuals and other materials and information with respect to the Property; provided that Seller may deliver possession of directors any such books and records to Buyer at the Property; (12) An original of Seller a closing statement setting forth the Purchase Price, the Deposit, plus all accrued interest thereon, the closing adjustments and of the sole shareholder of the Company approving the execution and delivery of this Agreement prorations provided for hereunder and the consummation application thereof at the Closing (the “Closing Statement”); (13) A certification of non-foreign status (the transactions contemplated by this Agreement“FIRPTA Affidavit”) in the form set forth and attached hereto as Exhibit M, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; (14) Deliver to Buyer a current list of all security deposits, maintenance deposits and key deposits, if any, together with a computation of interest thereon required by law or agreement; (15) Deliver the required Tenant Estoppel Letters from the tenants or occupants of the Property or, with Buyer’s consent (which may be granted or withheld in Buyer’s sole discretion), Seller’s certification in lieu thereof; (16) Pay all leasing commissions; and (417) a certificate Pay all items required under the terms of this Amended and Restated Contract to be paid by Seller. (18) Such transfer tax, gains or other similar forms required by law; (19) An original 1099-B Certification; and (20) Such other instruments as Buyer may reasonably request consistent with the Secretary terms of the Company certifying, as complete this Amended and accurate as of Restated Contract. b. At the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser Buyer shall deliver to SellerSeller the following documents, reasonably satisfactory in form and substance to the parties hereto and their respective counsel, properly executed and acknowledged as required: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable Evidence reasonably satisfactory to Seller and Purchaser in to the Title Company that all necessary approvals and/or consents by all required persons have been delivered and such amountother evidence satisfactory to Seller and the Title Company of Buyer’s authority and the authority of all signatories on behalf of Buyer to convey the Property pursuant to this Amended and Restated Contract; (2) Any documents reasonably requested by Title Company, Escrow Agent or Seller to evidence Buyer’s capacity and authority to consummate Closing; (3) The Assignment, which shall include an assumption by Buyer of Seller’s obligations arising under the Assignment Agreement, duly executed by Purchaseritems assigned thereby to the extent arising and accruing after the Closing Date; (4) The Cash Portion of the Purchase Price; (5) An original of the Closing Statement; and (36) a certificate Such other instruments as Seller may reasonably request consistent with the terms of this Amended and Restated Contract. c. In addition to the indemnities set forth elsewhere in this Amended and Restated Contract, and except as otherwise specifically provided herein, (i) Seller hereby indemnifies and agrees to defend and hold Buyer harmless against and from any and all loss, cost, claim, liability, damage and expense, including, without limitation, reasonable attorneys’ fees and litigation costs, in respect of the Secretary inaccuracy of Purchaser certifying and attaching all requisite resolutions any representation or actions warranty made by Seller hereunder or in respect of the board Property and its operation arising out of directors circumstances occurring prior to and including the Closing Date; and (ii) Buyer hereby indemnifies and agrees to defend and hold Seller harmless against and from any and all loss, cost, damage, claim, liability and expense, including, without limitation, reasonable attorneys’ fees and litigation costs, in respect of Purchaserthe Property and its operation arising out of circumstances occurring from and after the Closing Date, approving except to the execution extent such circumstances existed prior to Closing and delivery except to the extent any events occurring from and after Closing are continuing events that began prior to Closing. The provisions of this Agreement Section 12(c) shall survive Closing under this Amended and Restated Contract and shall not be merged into the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserDeed.

Closing Deliveries. At the Closing, the following shall occur: (Aa) Seller Buyers shall deliver or cause to Purchaserbe delivered to Lender, the Loan Payoff Amount in immediately available federal funds. (b) Buyers, at their sole cost and expense, shall deliver or cause to be delivered to Seller the following: (1i) certificates representing the SharesPurchase Price in immediately available federal funds as set out in Section 1.2 hereof, duly endorsed as adjusted by any amount to be paid or credited as provided in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserSection 6.2, minus the Loan Payoff Amount; (2ii) an Assignment and Assumption of Option Agreement Membership Interests in substantially the form attached hereto as Exhibit A D (the "“Assignment Agreement")of Interests”) fully executed by Non-Nevada Buyer, relating to the Option Agreement dated as and an Assignment of December 27, 2001, as amended Interests fully executed by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Nevada Buyer (collectively, the "Optionees"“Assignments of Interests”); (iii) evidence reasonably satisfactory to the Investors and Seller that the person or persons executing this Agreement and the Closing documents on behalf of Buyers have full right, power and authority to do so; (iv) such other instruments as are reasonably required to effectuate the transactions contemplated hereby. (c) Investors and Seller shall deliver or cause to be delivered to Buyers the following: (i) each of the Assignments of Interests fully executed by Seller; (ii) a payoff letter of instruction executed by the Lender providing for the Loan Payoff Amount in a form previously approved by Buyers, as well as any member certificates or other collateral, and releases of collateral, to be delivered to Seller or Buyers regarding the Interests or the Waypoint Property Owners pursuant to the terms of such payoff letter of instruction; (iii) a copy of the operating agreement (and any amendments, modifications, restatements or supplements thereof) for each Waypoint Company and Fund XI, each certified by an authorized officer as being true, correct and complete as of the Closing Date; (iv) evidence reasonably satisfactory to Buyers that the person or persons executing this Agreement and the Closing documents on behalf of Investors, Fund XI and Seller have full right, power and authority to do so; (v) a certification from Fund XI of non-foreign status, in form and substance reasonably satisfactory to Buyers, in accordance with Treasury Regulation § 1.1445-2(b), with respect to which Buyers shall not have actual knowledge that such certification is false and shall not have received a notice that such certification is false pursuant to Treasury Regulation § 1.1445-4, as well as any state-specific withholding certificates reasonably requested by Buyers, duly executed by Seller Fund XI or the applicable Waypoint Company, and each Optionee; (3) a certificate of in form and substance reasonably acceptable to Buyers; provided, however, that if any such certification is not delivered to Buyers, Buyers shall be entitled to withhold from the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of consideration otherwise payable pursuant to this Agreement and any amount that Buyers are required to withhold under the consummation of the transactions contemplated by this Agreement, and certifying Code or other applicable tax law with respect to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Sellersuch payment; and (4vi) a certificate of the Secretary of the Company certifying, such other instruments as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying are reasonably required to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of effectuate the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaserhereby.

Closing Deliveries. At The Buyer shall have received at or prior to ------------------ the ClosingClosing each of the following documents: (Aa) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed a ▇▇▇▇ of sale substantially in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A C; --------- (b) such instruments of conveyance, assignment and transfer, in form and substance satisfactory to the "Assignment Agreement")Buyer, as shall be appropriate to convey, transfer and assign to, and to vest in, the Buyer, good, clear, record and marketable title to the Acquired Assets; (c) all technical data, formulations, product literature and other documentation relating to the Option Agreement dated as of December 27Business, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, all in form and substance satisfactory to the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each OptioneeBuyer; (3d) a certificate such contracts, files and other data and documents pertaining to the Acquired Assets or the Business as the Buyer may reasonably request; (e) copies of the general ledgers and books of account of each Seller, and all federal, state and local income, franchise, property and other Tax returns filed by the Sellers with respect to the Acquired Assets since incorporation; (f) such certificates of each Seller's officers and such other documents evidencing satisfaction of the conditions specified in Section 7 as the Buyer shall reasonably request; (g) certificates of the Secretaries of State of the States of New Hampshire and Maine as to the legal existence and good standing (including Tax) of each Seller in its respective state of incorporation; (h) certificates of the Secretary of each Seller certifyingattesting to the incumbency of each Seller's officers, as complete and accurate as respectively, the authenticity of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of authorizing the transactions contemplated by this the Agreement, and certifying to the incumbency authenticity and signatures continuing validity of the officers of Seller executing this Agreement and any other document contemplated hereby charter documents delivered pursuant to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amountSubsection 2.1; (2i) a current UCC-1 search confirming the Assignment Agreement, duly absence of any UCC Financing Statements or other liens affecting the Acquired Assets; (j) cross receipt executed by Purchaserthe Buyer and the Sellers; and, (3k) a certificate of such other documents, instruments or certificates as the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserBuyer may reasonably request.

Closing Deliveries. (a) At the Closing, Chaparral shall deliver to BOKF and BOKSub: (Ai) Seller shall deliver to Purchaser: (1) certificates representing a certified copy of the SharesArticles of Incorporation or Association of Chaparral, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserDelaware and CCNB; (2ii) a certificate, signed by an Assignment appropriate officer of Chaparral, acting solely in his capacity as an officer of Chaparral, stating that (A) each of the representations and Assumption warranties contained in Article II is true and correct in all material respects at the time of Option Agreement the Closing with the same force and effect as if such representations and warranties had been made at Closing, and (B) all of the conditions set forth in substantially Article VII have been satisfied or waived as provided therein; (iii) a certified copy of the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as resolutions of December 27, 2001Chaparral's Board of Directors and shareholders, as amended by that certain amendment required for valid approval of the execution of this Agreement and the consummation of the Merger and the other transactions contemplated hereby; (iv) good standing and existence certificates, dated December 31a recent date, 2003 duly certifying the existence and good standing of Chaparral in Texas; (as amendedv) executed employment agreements for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the "Option Agreement")▇▇., by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, in substantially the form as attached hereto as Exhibit "C" and Exhibit "D", respectively; (vi) an executed noncompetition agreement for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and in substantially the form as attached hereto as Exhibit "E"; and (vii) an opinion of the accounting firm of Payne, Faulkner, ▇▇▇▇▇ ▇. & ▇▇▇▇▇▇ , P.C., or another accounting firm mutually agreed to by Chaparral and BOKF, in a form reasonably acceptable to BOKF, opining that no payment, of which such accounting firm has knowledge, to any employee of Chaparral, Delaware or CCNB is an excess parachute payment within the meaning of Section 280G of the Code. (collectivelyb) At the Closing, BOKF shall deliver to Chaparral: (i) certified copies of the "Optionees"), duly executed by Seller Articles of Incorporation of BOKF and each OptioneeBOKSub; (3ii) a certificate signed by an appropriate officer of BOKF and BOKSub stating that (A) each of the Secretary of Seller certifying, as complete representations and accurate as warranties contained in Article III and IV is true and correct in all material respects at the time of the Closing, attached copies of Closing with the articles of incorporation same force and code of regulations of Seller, certifying effect as if such representations and attaching all requisite resolutions or actions of the board of directors of Seller warranties have been made at Closing and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate all of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.conditions set forth in Article VI have been satisfied;

Closing Deliveries. (a) Upon the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchase Shares shall be held at the Menlo Park office of Shearman & Sterling LLP, on September 28, 2017 or any other date and time that is agreed upon in writing by the Company and the Purchaser (the date on which the closing occurs, the “Closing Date”). (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (Ai) Seller shall deliver an amount in cash equal to Purchaser: (1) certificates representing the Shares, duly endorsed sum of the Purchase Price as set forth on Schedule 1 by wire transfer in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaserimmediately available funds; (2ii) an Assignment the Registration Rights Agreement between the Company and Assumption the Purchaser dated as of Option Agreement the date hereof, substantially in substantially the form attached hereto as Exhibit A hereto (the "Assignment “Registration Rights Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"”), duly executed by Seller and each Optioneethe Purchaser; (3iii) a certificate certificate, executed by a duly authorized officer of the Secretary of Seller certifying, as complete Purchaser and accurate dated as of the ClosingClosing Date, attached copies certifying that the conditions specified in Section 1.4(b)(ii) have been satisfied; (iv) an opinion addressed to the Company from the British Virgin Islands legal counsel to the Purchaser, dated as of the articles of incorporation Closing Date, in the form to be agreed between the Company and code of regulations of Seller, certifying such law firm regarding matters customarily addressed in legal opinions in transactions similar to the purchase and attaching all requisite resolutions or actions sale of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; andPurchase Shares; (4v) a certificate of the Secretary of the Company certifyingPurchaser, certifying as complete to (x) resolutions of its board of directors or other governing body authorizing the execution and accurate as delivery of this Agreement, the Registration Rights Agreement and the consummation of the Closing, attached copies of the articles of incorporation Proposed Transactions and code of regulations of the Company, and certifying to (y) the incumbency of the officers authorized to execute this Agreement and directors the Registration Rights Agreement, setting forth the name and title and bearing the signatures of such officers; and (vi) all other documents as may be reasonably requested by the Company as of the ClosingCompany. (Bc) Purchaser At the Closing, the Company shall deliver or cause to Sellerbe delivered to the Purchaser: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2i) the Assignment Registration Rights Agreement, duly executed by Purchaser; andthe Company; (3ii) a Voting Agreement between the Company and each Voting Party (as defined below), dated as of the date hereof, substantially in the form attached as Exhibit B hereto (the “Voting Agreement”), duly executed by the Company and each Voting Party; (iii) irrevocable written instructions to the transfer agent for the Class A Common Stock with respect to the issuance of certificate(s) representing the Purchase Shares, registered in the name of the Purchaser (or its nominee); (iv) a certificate, executed by a duly authorized officer of the Company and dated as of the Closing Date, certifying that the conditions specified in Section 1.4(a)(iv) have been satisfied; (v) a certificate of the Secretary of Purchaser the Company, certifying as to (x) the Fourth Amended and attaching all requisite Restated Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) and the Amended and Restated Bylaws, as amended, of the Company (the “Bylaws”), (y) resolutions or actions of the board of directors of Purchaser, approving the Company (the “Board of Directors”) and stockholders authorizing the execution and delivery of this Agreement, the Registration Rights Agreement and the Voting Agreements and the consummation of the transactions contemplated by thereby (collectively, the “Proposed Transactions”), including the issuance of the Purchase Shares, and (z) the incumbency of the officers authorized to execute this Agreement, the Voting Agreements and certifying the Registration Rights Agreement, setting forth the name and title and bearing the signatures of such officers. (vi) an opinion addressed to the incumbency and signatures Purchaser from K▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ LLP, legal counsel to the Company, dated as of the officers of Purchaser executing this Agreement and any other document contemplated hereby Closing Date, in the form to be executed agreed between the Purchaser and such law firm regarding matters customarily addressed in legal opinions in transactions similar to the purchase and sale of the Purchase Shares; (vii) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries (as defined below) in each such entity’s jurisdiction of formation issued by Purchaserthe Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days prior to the Closing Date; and (viii) all other documents as may be reasonably requested by Purchaser or required by the laws of the State of Delaware to effect the issuance and sale of the Purchase Shares.

Closing Deliveries. At the Closing: (Aa) Seller shall deliver On or prior to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreementshall issue, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby deliver or cause to be executed by Seller; anddelivered to each Purchaser the following (the “Company Deliverables”): (4i) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment this Agreement, duly executed by the Company; (ii) PDF copies of the Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the signature pages hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 100% of the number of Shares issuable to such Purchaser, rounded down to the nearest whole share, on the terms set forth therein, with the original Warrants delivered within five (5) Trading Days of Closing; (iii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, PDF copies of the Pre-Funded Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the signature pages hereto, on the terms set forth therein, with the original Pre-Funded Warrants delivered within five (5) Trading Days of Closing; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers and the Placement Agents, in form and substance reasonably satisfactory to the Purchasers and Placement Agents; (v) duly executed Irrevocable Transfer Agent Instructions instructing the Transfer Agent to deliver a book-entry statement evidencing the number of Shares equal to such Purchaser’s shares of Common Stock set forth below such Purchaser’s name on the signature page of this Agreement registered in the name of such Purchaser; and (3vi) a certificate Lock-Up Agreement, substantially in the form of Exhibit C hereto (the Secretary of “Lock-Up Agreement”) executed by each person listed on Exhibit D hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date. (b) On or prior to the Closing, each Purchaser certifying and attaching all requisite resolutions shall deliver or actions of cause to be delivered to the board of directors of Purchaser, approving Company the execution and delivery of this Agreement and following (the consummation of the transactions contemplated by “Purchaser Deliverables”): (i) this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be duly executed by such Purchaser; and (ii) its Subscription Amount in accordance with Section 2.1(c).

Closing Deliveries. (a) At the Closing: (A) Seller , the Company shall deliver or cause to be delivered to each Purchaser: (1i) unless alternative arrangements are agreed to with a particular Purchaser, facsimile copies of one or more stock certificates representing (or copies thereof provided by the Company’s transfer agent or a copy of an irrevocable instruction letter from the Company to such transfer agent to issue such stock certificates), free and clear of all restrictive and other legends (except as expressly provided in Section 4.7 hereof), evidencing such number of Common Shares set forth opposite such Purchaser’s name on Exhibit A hereto under the heading Common Shares, duly endorsed in blank subject to appropriate adjustment upon the occurrence of the Reverse Stock Split or accompanied by for any other stock powers duly executed in proper form for transfer to Purchaserdividend, stock split, stock combination, reclassification or similar transaction; (2ii) an Assignment and Assumption a Warrant, issued in the name of Option Agreement in substantially such Purchaser, pursuant to which such Purchaser shall have the form attached hereto as right to acquire such number of Warrant Shares set forth opposite such Purchaser’s name on Exhibit A hereto under the heading Warrant Shares, subject to appropriate adjustment upon the occurrence of the Reverse Stock Split or for any other stock dividend, stock split, stock combination, reclassification or similar transaction; (iii) the "Assignment Registration Rights Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneethe Company; (3iv) the Governance Agreements, duly executed by the Company; (v) the Officers Certificate described in Section 6.1(c) and such other certificates as are provided for in Section 6.1; (vi) a certificate legal opinion of counsel to the Secretary of Seller certifying, as complete and accurate Company dated as of the ClosingClosing Date, attached copies in the form of Exhibit E, executed by such counsel and delivered to the articles Purchasers. The Placement Agent shall be entitled to rely on the legal opinion of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of counsel to the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to shall be executed by Selleran addressee thereof; and (4vii) a certificate the irrevocable waiver of the Secretary 2011 PIPE Participation Right in respect of the Company certifyingSecurities to be issued hereunder, as complete and accurate as of duly executed by the holders thereof (the “ROFR Waiver”). (b) At the Closing, attached copies of the articles of incorporation and code of regulations of each Purchaser listed on Exhibit A shall deliver or cause to be delivered to the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") Purchase Price payable by such Purchaser in United States dollars and in immediately available funds, by wire transfer of immediately available funds to an account designated in writing by Seller or to such Purchaser by the transfer of readily marketable securities acceptable to Seller and Purchaser in Company for such amount;purpose; and (2ii) the Assignment Registration Rights Agreement, duly executed by such Purchaser; and (3iii) in the case of Vivo and New Leaf, a certificate of Governance Agreement with the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of PurchaserCompany, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be duly executed by PurchaserVivo and New Leaf, as applicable.

Closing Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (Ai) Seller shall deliver to one or more stock certificates evidencing the number of First Shares indicated below such Purchaser: (1) certificates representing 's name on the Sharessignature page of this Agreement, duly endorsed registered in blank or accompanied by stock powers duly executed in proper form for transfer to the name of such Purchaser; (2ii) an Assignment Notes in the aggregate principal amount indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser; (iii) a First Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, on the terms set forth therein; (iv) a Second Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, on the terms set forth therein; (v) a Third Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, on the terms set forth therein; (vi) evidence that the First Certificate of Designation has been filed on or prior to the Closing Date with the Secretary of State (or other appropriate office) of Pennsylvania, in form and Assumption substance mutually agreed to by the parties; (vii) the legal opinion of Option Agreement Company Counsel, in substantially the form attached hereto as of Exhibit A (the "Assignment Agreement")F, relating executed by such counsel and addressed and delivered to the Option Purchasers; (viii) a Registration Rights Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optioneethe Company; (3ix) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of Transfer Agent Instructions executed by the Company approving and delivered to and acknowledged by American Stock Transfer & Trust Company, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerCompany's transfer agent; and (4x) a certificate Letter of Credit issued by First Union National Bank in the form annexed hereto as Exhibit G, in an amount equal to the principal amount of the Secretary of the Company certifying, as complete and accurate as of Notes being issued to such Purchaser. (b) At the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (B) each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (1i) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") purchase price indicated below such Purchaser's name on the signature page of this Agreement, in United States dollars and in immediately available funds, by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in Company for such amountpurpose; (2ii) the Assignment Agreement, a Registration Rights Agreement duly executed by such Purchaser; (iii) a Voting Agreement duly executed by such Purchaser; and (3iv) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be properly executed by Purchaser.Treasury Form W-8BEN,

Closing Deliveries. (a) At Closing ECS and the ClosingMembers will deliver, or cause to be delivered, to Parent: (Ai) Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer to PurchaserCertificates; (2ii) Articles of Merger duly executed by ECS; (iii) written consents duly executed by all of the ECS Members, Force Capital as the manager of ECS, and the manager and members of the Entity Members authorizing their execution and delivery of this Agreement and approval of the Contemplated Transactions; (iv) an Assignment external hard drive (which shall be permanent and Assumption of Option Agreement accessible, without the need for any password, with readily and commercially available software) containing, in substantially the form attached hereto as Exhibit A (the "Assignment Agreement")electronic format, relating all documents posted to the Option Agreement dated as of December 27, 2001, as amended datasite maintained by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇and Roca LLP on behalf of ECS as of Closing (the “Data Room”); (v) a general release (a “General Release”) substantially in the form of Exhibit B duly executed by each Member in favor of the Companies and Parent; (vi) certificates of good standing of each Company and Entity Member in its jurisdiction of organization and with respect to each Company each of the foreign jurisdictions in which it is qualified; (vii) certified copies of the charter documents of each Company and Entity Member; (viii) certificates as to the incumbency of ECS’s and the Entity Members’ officers executing this Agreement and any of the Company Agreements; (ix) the Letters of Transmittal; (x) the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. Marriage Certificate substantially in the form of Exhibit I duly executed by ▇▇▇▇▇▇ Masloka and his wife and (collectivelyxi) resignations of those directors and officers of the Companies (solely with respect to such offices and positions, and not with respect to employment) as requested by Parent. (b) At Closing Parent will deliver, or cause to be delivered: (i) the "Optionees"), Per Unit Closing Date Merger Consideration to the Exchange Agent and the Option Consideration to the Option Holders; (ii) Articles of Merger duly executed by Seller and each OptioneeMerger Subsidiary; (3iii) a certificate Reasonably satisfactory evidence of Parent’s due authorization of the Secretary of Seller certifying, as complete and accurate as Contemplated Transactions; (iv) written consent of the Closing, attached copies of the articles of incorporation sole shareholder and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller Merger Subsidiary and of the sole shareholder member of the Company approving Sister Subsidiary authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by SellerContemplated Transactions; and (4v) a certificate of active status of each of Parent, Merger Subsidiary and Sister Subsidiary from the Secretary of the Company certifying, as complete and accurate as State of the Closing, attached copies State of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of the Company as of the ClosingFlorida. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by Purchaser.

Closing Deliveries. (a) At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following: (Ai) payment, by wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Purchase Price; (ii) the certificate to be delivered pursuant to Section 7.3(c); and (iii) with respect to RCL, a duly executed counterpart of an assignment agreement, in form mutually agreed, evidencing the transfer of the RCL Purchased Interests to Purchaser. (b) At the Closing, Seller shall deliver deliver, or cause to Purchaserbe delivered, to Purchaser the following: (1i) certificates representing the Sharescertificate to be delivered pursuant to Section 7.2(c); (ii) with respect to RCL, duly endorsed in blank or accompanied by stock powers a duly executed counterpart of an assignment agreement, in proper form for mutually agreed, evidencing the transfer of the RCL Purchased Interests to Purchaser; (2iii) an Assignment a properly completed and Assumption duly executed IRS Form W-9 from each Seller; (iv) with respect to RNZ, (x) a duly executed share transfer form evidencing the transfer of Option Agreement the RNZ Purchased Interests to Purchaser in substantially the form attached hereto as Exhibit A A, (y) the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Seller and each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions minutes of the board of directors of Seller and RNZ confirming the registration of the sole shareholder share transfer and (z) the updated share register of RNZ showing Purchaser as the registered holder of all of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; andRNZ Purchased Interests; (4v) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of duly executed resignations from the officers and directors of RNZ and RCL who are not Business Employees, which shall include the Company revocation of powers of attorney or signature authority and removal as depositaries to the extent such officers and directors have been granted such powers which have not been revoked and removed pursuant to the duly executed resignations of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller such officers and Purchaser in such amountdirectors; (vi) evidence of termination of the Marketing and Sales Agency Agreement between Matariki Forests Trading Limited and Rayonier TRS Forest Operations, LLC, dated as of November 2, 2017; (vii) the Assignment Agreement, duly executed by Purchaserconsent of Rayonier TRS to terminate the Consultancy Agreement between Rayonier TRS and Matariki Forests, dated as of December 20, 2013 (the “Consultancy Agreement”); and (3viii) a certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions any Closing Consents or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying Specified Consents received on or prior to the incumbency and signatures of the officers of Purchaser executing this Agreement and any other document contemplated hereby to be executed by PurchaserClosing Date.